General Terms and Conditions of Service

Note: This English version is provided for convenience only. In case of any discrepancy, the Czech version (Všeobecné obchodní podmínky) shall prevail.

Provider: Jurij Starynec, sole trader (OSVČ), ID No.: 04080866, Tax ID: CZ9305054319 Registered office: Korunní 2569/108h, Vinohrady, 101 00 Prague 10, Czech Republic Contact: contact@skillsetup.tech Web: skillsetup.tech

1. Definitions

For the purposes of these General Terms and Conditions of Service (hereinafter “Terms”), the following terms shall have the meanings set out below:

1.1. “Service” means the SkillSetup cloud-based human-resources software-as-a-service platform, including all modules, features, updates, and related technical support made available by the Provider to the Customer under these Terms.

1.2. “Customer” means any legal entity or natural person conducting business who enters into a contract with the Provider for the use of the Service by accepting these Terms.

1.3. “User” means any natural person who is authorized by the Customer to access and use the Service under the Customer’s Account, including employees, contractors, and other personnel of the Customer.

1.4. “Provider” means Jurij Starynec, sole trader (OSVČ), ID No.: 04080866, Tax ID: CZ9305054319, with registered office at Korunní 2569/108h, Vinohrady, 101 00 Prague 10, Czech Republic.

1.5. “Controller” means the Customer in its capacity as the entity that determines the purposes and means of processing Personal Data within the Service, as defined in Article 4(7) of the GDPR.

1.6. “Processor” means the Provider in its capacity as the entity that processes Personal Data on behalf of the Controller (Customer), as defined in Article 4(8) of the GDPR.

1.7. “Personal Data” means any information relating to an identified or identifiable natural person, as defined in Article 4(1) of the GDPR (Regulation (EU) 2016/679).

1.8. “Account” means the Customer’s unique account created upon registration, through which the Customer and its authorized Users access and use the Service.

1.9. “SkillSetup Platform” means the web-based application available at skillsetup.tech and all associated infrastructure, APIs, documentation, and supporting systems operated by the Provider.

1.10. “Terms” means these General Terms and Conditions of Service, including all annexes, schedules, and documents incorporated by reference.

1.11. “DPA” means the Data Processing Agreement entered into between the Provider (as Processor) and the Customer (as Controller), which forms an integral part of these Terms and governs the processing of Personal Data within the Service.

1.12. “Plan” means the specific service tier selected by the Customer, as published together with its current features and price on the Provider’s pricing page (skillsetup.tech/pricing) and further described in Section 5.

1.13. “Trial Period” means the first calendar month following registration, during which the Customer may use the Service under the selected Plan free of charge, as described in Section 3.

1.14. “Business Day” means any day other than a Saturday, Sunday, or public holiday in the Czech Republic.

1.15. “Confidential Information” means any non-public information disclosed by one party to the other in connection with these Terms, whether disclosed orally, in writing, or by any other means, including but not limited to trade secrets, business plans, technical data, Customer Data, pricing, and the terms of this agreement. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without restriction prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is rightfully received from a third party without restriction.

1.16. “Applicable Law” means all laws, regulations, directives, and binding legal requirements applicable to the performance of the obligations under these Terms, including but not limited to: Act No. 89/2012 Coll., the Czech Civil Code; Regulation (EU) 2016/679 (GDPR); Regulation (EU) 2023/2854 (EU Data Act); Act No. 634/1992 Coll., on Consumer Protection; Act No. 563/1991 Coll., on Accounting; Regulation (EU) No. 910/2014 on electronic identification and trust services for electronic transactions in the internal market (the “eIDAS Regulation”); and Act No. 262/2006 Coll., the Labour Code (the “Labour Code”).

1.17. “AI Assistant” means the feature of the Service that uses a language model to answer Users’ questions and prepare proposals of actions, as further described in Sections 4.9 to 4.15.

1.18. “AI Credit” means the amount of AI Assistant usage included in the price of the Service for the Customer’s Account for each calendar month, stated in US dollars (USD), as further described in Section 4.12.

1.19. “Signing Credit” means the Customer’s prepaid monetary balance from which electronic signing of documents is paid under Section 5.8.

1.20. “Top-up AI Credit” means AI Credit the Customer prepays on top of the monthly AI Credit under Section 5.7.

2. Scope and Applicability

2.1. These Terms govern the relationship between the Provider and the Customer arising from the use of the Service. They apply to all contracts for the provision of the Service concluded between the Provider and the Customer.

2.2. By clicking “I accept”, “I agree”, or a substantially similar affirmation during the registration process (click-wrap acceptance), the Customer confirms that it has read, understood, and agrees to be bound by these Terms in their entirety. This constitutes acceptance within the meaning of § 1751 et seq. of Act No. 89/2012 Coll., the Czech Civil Code. The Provider keeps a record of the acceptance (version of the Terms, date and time, the Account from which it was given, and the IP address).

2.3. These Terms are issued pursuant to § 1751 to § 1753 of the Czech Civil Code and form an integral part of every contract for the provision of the Service between the Provider and the Customer. By concluding the contract, the Customer accepts these Terms in full.

2.4. These Terms constitute an adhesion contract within the meaning of § 1798 to § 1801 of the Czech Civil Code. Any provisions of these Terms that the Customer could not reasonably have expected shall not be effective unless the Provider has explicitly drawn the Customer’s attention to them and the Customer has expressly accepted them.

2.5. The current version of these Terms is published and available on the Provider’s website at skillsetup.tech prior to the conclusion of any contract, enabling the Customer to review them before acceptance.

2.6. If the Customer is a consumer within the meaning of § 419 of the Czech Civil Code, the provisions of Applicable Law on consumer protection shall apply in addition to these Terms. In the event of conflict, mandatory consumer protection provisions shall prevail.

3. Contract Formation

3.1. The contract for the provision of the Service is formed upon the Customer’s completion of the registration process on the SkillSetup Platform, selection of a Plan published on the Provider’s pricing page (skillsetup.tech/pricing), and acceptance of these Terms. Registration requires the Customer to provide accurate identification and contact information and to confirm acceptance of these Terms via click-wrap.

3.2. Upon registration, the Customer is granted a Trial Period consisting of the first calendar month of the Service, during which the Customer may use the Service under the Plan selected at registration free of charge. No payment information is required to commence the Trial Period; the Provider may request that the Customer supply payment details before the end of the Trial Period in order to enable automatic conversion to a paid subscription under Section 3.4.

3.3. The provisions of § 2389a to § 2389u of the Czech Civil Code governing contracts for the provision of digital content and digital services shall apply to the contract between the Provider and the Customer.

3.4. Unless the Customer cancels the Service before the end of the Trial Period in accordance with Section 3.5, the contract shall automatically convert to a paid subscription under the Plan selected by the Customer at registration. The Customer shall be notified of the approaching end of the Trial Period at least five (5) calendar days before its expiration.

3.5. During the Trial Period, the Customer may cancel the Service at any time without charge and without providing a reason. Cancellation is effected through the Account settings or by written notice to the Provider.

4. Description of Services

4.1. The Service is a cloud-based, multi-tenant software-as-a-service (SaaS) human-resources management platform. The Service is provided over the internet and accessed by Users via a web browser. No installation of software on the Customer’s infrastructure is required.

4.2. The Service comprises the following core HR modules:

(a) Employees — Management of employee personal data, employment records, contact information, addresses, and related personnel information. Serves as the central employee database for all other modules.

(b) Absences — Leave management including vacation, sick leave, and other absence types; approval workflows with configurable multi-level approval chains; leave balance tracking and accrual management; calendar views and team absence overviews.

(c) Inventory — Asset tracking and management; assignment of assets (equipment, devices, tools) to employees; lifecycle management including acquisition, assignment, return, and disposal; asset categorization and reporting.

(d) Documents — Document management for HR-related files; electronic signature (e-signature) capabilities; consent management and tracking; document templates, versioning, and access control.

(e) Orgchart — Organizational structure visualization and management; team and department hierarchy; reporting lines and manager assignments; drag-and-drop structure editing.

(f) Work Presence — Attendance tracking and time recording; clock-in and clock-out functionality (optionally including location-based / geofenced check-in — see Section 7.3 of these Terms); working hours summaries and overtime tracking; integration with absence management.

4.3. The Provider continuously develops and improves the Service. The Provider may add, modify, or discontinue features, provided that the core functionality described in Section 4.2 is not materially diminished during an active subscription period without prior notice.

4.4. The Service is designed for multi-tenant operation, meaning multiple Customers share the same infrastructure while their data remains logically separated and inaccessible to other Customers.

4.5. As part of the Documents module (Section 4.2(d)), the Service provides a tool for the electronic signing of documents through an integrated e-signature service (DocuSeal), in accordance with the eIDAS Regulation.

4.6. The Service supports electronic signatures at multiple assurance levels under the eIDAS Regulation, in particular simple electronic signature (SES), advanced electronic signature (AES), and qualified electronic signature (QES). Selecting the signature level appropriate for a given document type is the sole responsibility of the Customer, in its capacity as employer and Controller.

4.7. The Customer acknowledges that under Czech law, certain documents — in particular unilateral termination of employment by the employer (notice of termination, immediate termination, and termination during the probationary period) — require a qualified electronic signature; most other HR documents are generally valid with a simple electronic signature.

4.8. The Provider makes no warranty regarding the legal sufficiency of any given electronic signature level for a particular document or purpose. Assessing and selecting the appropriate signature level is the Customer’s sole responsibility.

4.9. AI Assistant. The Service includes an AI Assistant that answers questions about using the Service, looks up data that a User is permitted to see in the Service, and prepares proposals of actions. The assistant is disabled by default. The Provider may make it available for the Customer’s Account; the Customer’s administrator then decides whether to enable it and must first acknowledge the data processing notice displayed in the Service. The processing of Personal Data through the assistant is governed by the DPA.

4.10. AI-generated outputs. The assistant’s replies are generated by a language model and may be inaccurate, incomplete or out of date. They do not constitute legal, medical, tax or other professional advice. The Customer and its Users shall verify outputs before relying on them.

4.11. Confirmed actions. The assistant does not change any data by itself; an action it prepares is carried out only after a User confirms it in the Service. The Customer is responsible for actions confirmed by its Users in the same way as for any other action of its Users in the Service (Sections 7.1(b) and 7.2).

4.12. AI Credit and usage limits. The price of the Service includes an AI Credit for the Customer’s Account in the amount stated on the Pricing Page; on the effective date of these Terms it is USD 15 per calendar month. The AI Credit is drawn down by AI Assistant usage as measured by the Service; the Provider makes the usage records available to the Customer on request. Unused monthly AI Credit does not carry over to the next calendar month and cannot be transferred to another Account or refunded. The calendar month follows the time zone set for the Customer’s Account. The assistant is also subject to daily limits per User set by the Provider.

4.13. Exhausted AI Credit and top-ups. Once the monthly AI Credit is used up, usage is drawn from the Top-up AI Credit if the Customer has any; otherwise the assistant is unavailable until the end of the calendar month and the rest of the Service is not affected. The Customer may, through a User with the Admin role, top up AI Credit in any amount at any time, by e-mail to the support address in Section 27 or in the SkillSetup Platform where that feature is available. Without a top-up the Provider charges nothing beyond the monthly AI Credit.

4.14. Pausing the assistant. The Provider may pause or restrict the assistant, for all customers or for the Customer, in particular for security reasons, where the language model provider is unavailable, or to prevent misuse. The rest of the Service remains available. No AI Credit is drawn down while the assistant is paused.

4.15. Customer’s responsibilities for the assistant. The Customer shall ensure that its Users who work with the assistant are appropriately informed about how it works and about its limits (for this purpose the Provider makes available a note for administrators); shall not use the assistant’s outputs as the sole basis for decisions producing legal effects concerning employees or similarly significantly affecting them; and shall instruct Users not to enter special categories of personal data (in particular health data) into the assistant unless necessary for their request.

5. Plans and Pricing

5.1. The current list of Plans, their feature scope, and pricing is published on the Provider’s website at skillsetup.tech/pricing (the “Pricing Page”). The Pricing Page is the authoritative source for current Plan names and prices; these Terms govern only the billing, payment, and price-change mechanics.

5.2. All prices published on the Pricing Page are stated exclusive of value-added tax (VAT). VAT is charged at the applicable rate under Czech and EU law in effect on the date of the taxable supply.

5.3. The Service is invoiced monthly, in arrears, based on the number of active Users during the relevant calendar period.

5.4. Payment may be made in EUR or CZK, as selected by the Customer. The currency may be changed at the start of the next billing period.

5.5. The Provider may change the prices published on the Pricing Page. Any price change shall be communicated to the Customer at least thirty (30) calendar days in advance by email to the contact address associated with the Customer’s Account. If the Customer does not agree with the price change, the Customer may terminate the contract in accordance with Section 13.

5.6. The mechanics of the free Trial Period and its automatic conversion to a paid Plan are set out in Section 3.

5.7. Top-up AI Credit. Top-up AI Credit is invoiced when it is bought, in the amount the Customer chooses, in USD or in the Customer’s invoice currency; USD amounts are converted into the invoice currency at the exchange rate published by the Czech National Bank on the invoice date. Top-up AI Credit is drawn down in the same way as the AI Credit under Section 4.12, only after the monthly AI Credit is used up, and it does not lapse at the end of the calendar month. After the contract ends, the Provider refunds any unused Top-up AI Credit balance or sets it off against its due receivables from the Customer.

5.8. Electronic signatures. Electronic signing of documents under Section 4.5 is paid from the Signing Credit. For each document signed by all signers, the price stated on the Pricing Page is deducted from the Signing Credit; on the effective date of these Terms it is CZK 8 or EUR 0.35, excluding VAT. Nothing is charged for a document whose signing was cancelled, declined or expired. A document can be sent for signing only if the Signing Credit balance covers its price. The Provider tops up the Signing Credit on the Customer’s order; each top-up is invoiced. After the contract ends, the Provider refunds any unused Signing Credit balance or sets it off against its due receivables from the Customer.

5.9. Section 5.5 applies to changes of the AI Credit and of the prices under Sections 5.7 and 5.8.

6. Service Availability and SLA

6.1. The Provider commits to the following uptime target (Service Level Agreement, “SLA”): 99.5% availability per calendar month.

6.2. Availability is measured as the percentage of time during which the Service is operational and accessible to Users, calculated monthly. The measurement excludes:

(a) Scheduled maintenance windows as defined in Section 6.3.

(b) Force majeure events as defined in Section 21.

(c) Outages caused by factors outside the Provider’s reasonable control, including Customer’s internet connectivity, Customer’s hardware or software, or third-party services not under the Provider’s control.

6.3. Scheduled maintenance is performed during a regular maintenance window on Sundays between 02:00 and 06:00 CET (Central European Time). The Provider shall provide at least forty-eight (48) hours’ advance notice of scheduled maintenance. Emergency maintenance required to address critical security or stability issues may be performed outside this window with as much notice as reasonably practicable.

6.4. If the Provider fails to meet the applicable uptime target in a given calendar month, the Customer is entitled to service credits calculated as follows:

(a) For each 0.1 percentage point below the applicable uptime target, the Customer shall receive a service credit equal to 5% of the monthly fee for that month.

(b) The maximum aggregate service credit for any single calendar month shall not exceed 30% of the monthly fee for that month.

(c) Service credits are applied to future invoices and are not redeemable for cash.

(d) To claim a service credit, the Customer must submit a written request within fifteen (15) calendar days after the end of the calendar month in which the SLA breach occurred.

6.5. Force majeure events as defined in Section 21 are excluded from uptime calculations and do not give rise to service credit entitlements.

7. Customer Obligations

7.1. The Customer shall:

(a) Provide accurate data. Ensure that all information provided during registration and throughout the use of the Service is accurate, complete, and up to date. The Customer shall promptly update any information that changes.

(b) Maintain credential security. Keep all login credentials, API keys, and authentication tokens confidential and secure. The Customer is responsible for all activities conducted under its Account, whether or not authorized by the Customer.

(c) Comply with Applicable Law. Use the Service in compliance with all Applicable Law, including but not limited to labour law, employment regulations, data protection law (GDPR), and any industry-specific regulations applicable to the Customer’s operations.

(d) Make timely payments. Pay all invoices by the due date in accordance with Section 12.

(e) Maintain awareness of backup responsibilities. The Provider performs regular backups of Customer Data as part of the Service. However, the Customer acknowledges that the Provider’s backup procedures do not replace the Customer’s own responsibility for maintaining copies of critical data and verifying data integrity.

(f) Restrict access to authorized Users. Ensure that only authorized Users access the Service and that the number of Users does not exceed the number for which the Customer has paid.

7.2. The Customer shall be liable for any breach of these Terms by its Users and shall ensure that all Users are informed of and comply with these Terms.

7.3. If the Customer enables location-based (geofenced) attendance features within the Work Presence module (Section 4.2(f)), the Customer acknowledges that, as employer, it is required to give affected employees advance notice of such a monitoring mechanism in accordance with § 316(2) of the Labour Code. The Service provides the technical mechanism for capturing the User’s consent to this processing (the “GeofenceConsent” feature); however, satisfying the underlying employee-notice obligation described in the preceding sentence is the sole responsibility of the Customer, in its capacity as employer and Controller, and not the Provider’s.

8. User Accounts and Access

8.1. The Service supports the following five (5) User roles, each with defined permissions:

(a) SuperAdmin — Full access to all modules, settings, and administrative functions. May manage all Users, configure the Account, and access all data within the Account.

(b) Admin — Access to all HR modules and data management. May manage Users (except SuperAdmin). Access to reports and analytics.

(c) ITAdmin — Access to technical settings, integrations, security configuration, and user provisioning. Limited access to HR data.

(d) Manager — Access to data and workflows for assigned teams or departments. May approve absences, manage team members’ records, and view team reports.

(e) User — Access to own personal data, absence requests, document signing, and self-service HR functions.

8.2. Multi-factor authentication (MFA) is available for all User accounts. The Customer may enforce MFA for all Users through the Account security settings.

8.3. User sessions are subject to configurable timeout limits. Inactive sessions may be automatically terminated after a period defined by the Customer’s security settings or the Provider’s default settings.

8.4. Account sharing is strictly prohibited. Each User must have a unique, individual account. The Customer shall not permit multiple natural persons to use a single User account.

8.5. The Customer is responsible for managing its Users, including creating, modifying, and deactivating User accounts. The Customer shall promptly deactivate accounts of Users who are no longer authorized to access the Service.

8.6. A User with the Admin role is authorized to accept amendments to these Terms under Section 20 in the SkillSetup Platform, and to top up AI Credit under Section 4.13, on behalf of the Customer. The Customer is responsible for assigning the Admin role only to persons authorized to act for the Customer in this way.

9. Acceptable Use

9.1. The Customer and its Users shall not:

(a) Reverse engineer — Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or architecture of the Service.

(b) Scrape or extract data — Use automated means (bots, scrapers, crawlers) to access, extract, or collect data from the Service beyond the scope of the provided API and export functions.

(c) Overload the Service — Intentionally or negligently overload the Service infrastructure, including excessive API calls, denial-of-service attacks, or resource-intensive operations designed to degrade performance for other Customers.

(d) Distribute malware — Upload, transmit, or store any malicious code, viruses, trojans, ransomware, or other harmful software through the Service.

(e) Circumvent security — Attempt to bypass, disable, or circumvent any security measures, access controls, or encryption mechanisms implemented in the Service.

(f) Share credentials — Share login credentials, API keys, or authentication tokens with unauthorized persons, or allow third parties to access the Service using the Customer’s Account.

(g) Develop competitive products — Use the Service, its documentation, or any information obtained through the Service to develop, directly or indirectly, a product or service that competes with the Service.

(h) Violate third-party rights — Use the Service in a manner that infringes, misappropriates, or otherwise violates the intellectual property rights, privacy rights, or any other rights of third parties.

9.2. The Provider may, at its sole discretion, investigate any suspected violation of this Section 9. Upon confirmation of a violation, the Provider may:

(a) Issue a warning requiring the Customer to cease the prohibited activity.

(b) Temporarily suspend the Customer’s access to the Service in accordance with Section 14.

(c) Terminate the contract with immediate effect in the case of serious or repeated violations, in accordance with Section 13.

9.3. The Customer shall indemnify the Provider against any claims, damages, or costs arising from the Customer’s or its Users’ violation of this Section 9.

10. Intellectual Property

10.1. All intellectual property rights in and to the Service, including but not limited to the software, source code, object code, algorithms, architecture, user interface, design, documentation, trademarks, trade names, and any derivative works, are and shall remain the exclusive property of the Provider. Nothing in these Terms transfers any ownership rights to the Customer.

10.2. Subject to the Customer’s compliance with these Terms and timely payment of applicable fees, the Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Service for the Customer’s internal business purposes for the duration of the contract.

10.3. The Customer shall not have access to the source code of the Service. The license granted under Section 10.2 does not include any right to access, view, copy, or modify the source code.

10.4. If the Customer provides feedback, suggestions, feature requests, or ideas related to the Service (“Feedback”), the Provider may freely use, incorporate, modify, and distribute such Feedback without restriction, attribution, or compensation to the Customer. The Customer waives any claims to intellectual property rights in Feedback incorporated into the Service.

10.5. The Customer retains all rights to its trademarks, trade names, and logos. The Customer grants the Provider a limited, non-exclusive license to display the Customer’s name and logo on the Provider’s website and marketing materials as a customer reference, unless the Customer opts out in writing.

11. Customer Data

11.1. The Customer retains full ownership of all data uploaded, entered, generated, or stored within the Service by the Customer and its Users (“Customer Data”). These Terms do not transfer any ownership rights in Customer Data to the Provider.

11.2. In accordance with Chapter VI of Regulation (EU) 2023/2854 (EU Data Act), the Provider ensures the Customer’s right to switch providers and port its data. The following provisions apply:

(a) The Customer may request a complete export of its Customer Data at any time during the term of the contract.

(b) Upon termination or expiration of the contract, the Customer shall have a thirty (30) calendar day window to export its Customer Data before deletion.

(c) The maximum notice period required by the Provider for data export preparation shall not exceed two (2) months.

(d) The Provider shall not impose any charges for data export beyond the standard subscription fees.

11.3. Customer Data export is available in the following formats:

(a) CSV (comma-separated values) for tabular data.

(b) JSON (JavaScript Object Notation) for structured data.

(c) Via the Provider’s API for programmatic data access and migration.

11.4. The Provider is committed to preventing vendor lock-in. The data formats and export mechanisms described in Section 11.3 are designed to enable the Customer to migrate its data to alternative platforms or systems without unreasonable difficulty.

11.5. The Provider may use anonymized and aggregated data derived from Customer Data for analytics, benchmarking, and service improvement purposes. Such anonymized data shall not identify the Customer or any individual User and shall not constitute Personal Data within the meaning of the GDPR.

11.6. The processing of Personal Data within Customer Data is governed by the DPA, which forms an integral part of these Terms as described in Section 18.

12. Payment Terms

12.1. The Service is invoiced monthly, in arrears, in accordance with Section 5.

12.2. Invoices are issued electronically and delivered to the email address associated with the Customer’s Account. Electronic invoices comply with Act No. 563/1991 Coll., on Accounting, and applicable VAT legislation.

12.3. Payment terms are fourteen (14) calendar days from the date of invoice issuance, unless otherwise agreed in writing.

12.4. Payment may be made in EUR or CZK, as selected by the Customer at the time of subscription.

12.5. In the event of late payment, the Provider is entitled to charge default interest at the rate of 0.05% of the outstanding amount per day of delay, provided that the aggregate default interest rate applied shall not exceed the statutory default interest rate under § 1970 of the Czech Civil Code (Act No. 89/2012 Coll.) and Government Regulation No. 351/2013 Coll.

12.6. If a payment remains overdue for more than thirty (30) calendar days, the Provider may suspend the Customer’s access to the Service in accordance with Section 14, without prejudice to the Provider’s right to claim the outstanding amount and default interest.

12.7. The Customer is not entitled to set off any claims against the Provider’s fees unless agreed in writing or unless the claim has been finally adjudicated by a court.

13. Term and Termination

13.1. Monthly subscriptions. Customers on monthly billing may terminate the contract by providing at least thirty (30) calendar days’ written notice. The termination shall take effect at the end of the billing period following the expiration of the notice period.

13.2. Annual subscriptions. Where an annual billing cycle is individually agreed between the parties, the subscription auto-renews for successive one-year periods. The Customer may prevent auto-renewal by providing at least thirty (30) calendar days’ written notice before the end of the current annual period.

13.3. Termination for breach. Either party may terminate the contract if the other party commits a material breach of these Terms and fails to cure such breach within thirty (30) calendar days of receiving written notice specifying the breach.

13.4. Immediate termination. Either party may terminate the contract with immediate effect (without a cure period) in the following circumstances:

(a) The other party becomes insolvent, enters liquidation, or is subject to bankruptcy proceedings.

(b) The Provider incurs three (3) or more SLA breaches within any rolling six (6)-month period.

(c) A data breach occurs that materially compromises the security of the other party’s Confidential Information or Personal Data and cannot be remediated.

(d) The other party engages in illegal activity in connection with the Service.

13.5. Effects of termination. Upon termination or expiration of the contract:

(a) The Customer’s and its Users’ access to the Service shall be deactivated.

(b) The Customer shall have the right to export its Customer Data in accordance with Section 11.

(c) After the data export window specified in Section 11.2(b), the Provider shall delete the Customer Data from its systems, except where retention is required by Applicable Law or for legitimate purposes described in the DPA; applicable retention periods for any such data are set out in the Data Retention Schedule in Section 8 of the Privacy Policy.

(d) All outstanding fees for services rendered prior to termination remain due and payable.

(e) Provisions that by their nature should survive termination (including Sections 10, 15, 16, 17, 18, 23, and 24) shall survive.

14. Service Suspension

14.1. The Provider may suspend the Customer’s access to the Service, in whole or in part, in the following circumstances:

(a) The Customer’s payment is overdue by more than thirty (30) calendar days.

(b) The Provider reasonably determines that the Customer’s use of the Service poses a security threat to the Service, its infrastructure, or other Customers.

(c) The Customer or its Users violate the acceptable use provisions in Section 9.

(d) Suspension is required by law, court order, or directive from a competent authority.

14.2. Except in cases of imminent security threat or legal requirement, the Provider shall provide the Customer with at least five (5) Business Days’ written notice before suspending access, specifying the reason for suspension and, where applicable, the steps required to remedy the issue.

14.3. During suspension, the Customer’s data shall be preserved and shall not be deleted. The Customer shall not be able to access the Service or its data during the suspension period, except for data export if specifically permitted by the Provider.

14.4. Access to the Service shall be restored promptly upon the Customer’s cure of the issue that gave rise to the suspension.

14.5. If the suspension was caused by the Customer’s breach or conduct, the Customer’s obligation to pay fees shall continue during the suspension period. If the suspension was caused by the Provider’s error or a reason not attributable to the Customer, fees shall be suspended or credited for the duration of the suspension.

15. Warranties and Conformity

15.1. The Service is subject to the conformity requirements set out in § 2389a to § 2389u of the Czech Civil Code governing contracts for the provision of digital content and digital services. The Provider shall ensure that the Service conforms to the contract, the description of the Service, and reasonable expectations for the duration of the contract.

15.2. The Provider warrants that:

(a) It operates the Service in compliance with Applicable Law, including data protection and privacy regulations.

(b) It shall exercise professional care and skill in the provision, maintenance, and support of the Service.

(c) It implements and maintains appropriate technical and organizational security measures to protect Customer Data and the integrity of the Service.

15.3. The Provider does not warrant that the Service is fit for any particular purpose beyond what is described in the official documentation published on the Provider’s website and in Section 4 of these Terms.

15.4. Any features, functionalities, or behaviors of the Service that are not documented in the official documentation are provided “as is” without warranty of any kind. The Customer shall not rely on undocumented features for critical business processes.

15.5. The Provider does not warrant uninterrupted or error-free operation of the Service. The Provider’s obligations regarding availability are governed by the SLA in Section 6.

16. Limitation of Liability

16.1. Liability cap. The Provider’s total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Customer to the Provider during the twelve (12) months immediately preceding the event giving rise to the claim.

16.2. Exclusion of indirect damages. The Provider shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business, loss of anticipated savings, or loss of goodwill, even if the Provider has been advised of the possibility of such damages.

16.3. Exceptions to limitation. The limitations set out in Sections 16.1 and 16.2 shall not apply to liability arising from:

(a) Intentional misconduct (úmysl) or fraud.

(b) Gross negligence (hrubá nedbalost).

(c) Death or personal injury caused by the Provider’s negligence.

(d) Breach of obligations under the GDPR or applicable data protection law, including unauthorized processing of Personal Data, failure to implement appropriate security measures, or failure to notify data breaches.

16.4. Data loss. The Provider’s liability for data loss or corruption shall be limited to the cost of restoring data from the most recent backup maintained by the Provider. The Provider shall not be liable for data loss to the extent the Customer failed to maintain its own backup of critical data.

16.5. The limitations and exclusions in this Section 16 shall apply to the maximum extent permitted by Applicable Law.

17. Indemnification

17.1. Indemnification obligations under these Terms are mutual.

17.2. Provider indemnification. The Provider shall indemnify, defend, and hold harmless the Customer from and against any third-party claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

(a) Infringement by the Service of any third-party intellectual property rights, including patents, copyrights, trademarks, or trade secrets.

(b) The Provider’s negligence or wilful misconduct in the provision of the Service.

(c) The Provider’s breach of its obligations under the GDPR or applicable data protection law in its capacity as Processor.

17.3. Customer indemnification. The Customer shall indemnify, defend, and hold harmless the Provider from and against any third-party claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

(a) The accuracy, legality, or completeness of Customer Data, including any claims that Customer Data infringes third-party rights.

(b) The Customer’s or its Users’ misuse of the Service in violation of these Terms, including violations of Section 9 (Acceptable Use).

(c) Acts or omissions of the Customer’s Users in connection with the Service.

17.4. Notice and cooperation. The party seeking indemnification (the “Indemnified Party”) shall:

(a) Promptly notify the indemnifying party (the “Indemnifying Party”) in writing of any claim for which indemnification is sought.

(b) Provide the Indemnifying Party with reasonable cooperation and assistance in the defense of the claim.

(c) Grant the Indemnifying Party sole control of the defense and settlement of the claim, provided that no settlement shall impose any liability or obligation on the Indemnified Party without its prior written consent.

17.5. Failure to provide timely notice under Section 17.4(a) shall not relieve the Indemnifying Party of its obligations, except to the extent that such failure materially prejudices the Indemnifying Party’s ability to defend the claim.

18. Data Protection and Confidentiality

18.1. Data Processing Agreement. The DPA is an integral part of these Terms and governs the processing of Personal Data by the Provider (as Processor) on behalf of the Customer (as Controller). In the event of conflict between these Terms and the DPA regarding the processing of Personal Data, the DPA shall prevail. Retention periods for each category of Personal Data processed within the Service are set out centrally in the Data Retention Schedule in Section 8 of the Privacy Policy, which these Terms, the DPA, and the Privacy Policy reference instead of restating specific periods, so the figures cannot drift out of sync between documents.

18.2. Privacy Policy. The processing of Personal Data collected through the Provider’s website (skillsetup.tech), including visitor data, cookies, and analytics, is governed by the Provider’s Privacy Policy, which is published on the Provider’s website. The Privacy Policy applies to data collected by the Provider as Controller in connection with the operation of the website and is distinct from the DPA, which governs the processing of Customer Data.

18.3. Confidentiality obligations. Each party shall:

(a) Keep all Confidential Information of the other party strictly confidential.

(b) Use Confidential Information solely for the purpose of performing its obligations and exercising its rights under these Terms.

(c) Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, contractors, or advisors who need to know the information and are bound by confidentiality obligations at least as protective as those in these Terms.

18.4. Duration. The confidentiality obligations set out in this Section 18 shall survive the termination or expiration of these Terms for a period of three (3) years.

18.5. Exceptions. The confidentiality obligations shall not apply to information that:

(a) Is or becomes publicly available through no fault of the receiving party.

(b) Was independently developed by the receiving party without reference to the Confidential Information.

(c) Is required to be disclosed by law, regulation, or order of a court or competent authority, provided that the receiving party gives the disclosing party prompt notice (to the extent permitted by law) and cooperates in seeking protective measures.

19. Sub-processors and Third Parties

19.1. The Provider’s use of sub-processors for the processing of Personal Data is governed by the sub-processor provisions of the DPA. This Section 19 provides a summary; in the event of conflict, the DPA shall prevail.

19.2. The Provider currently engages the following sub-processors:

At any one time the AI Assistant uses one of the language-model providers listed above (Amazon Bedrock or OpenRouter) for all Customers.

19.3. The Provider shall notify the Customer of any intended addition or replacement of sub-processors at least thirty (30) calendar days before the new sub-processor begins processing Personal Data. Notification shall be provided by email to the contact address associated with the Customer’s Account.

19.4. The Customer has the right to object to the appointment of a new sub-processor on reasonable data-protection grounds. The objection must be submitted in writing within the thirty (30) day notice period. If the Customer objects:

(a) The Provider shall make reasonable efforts to address the Customer’s concerns or provide an alternative solution.

(b) If no resolution can be reached, the Customer may terminate the contract without penalty by providing written notice within thirty (30) calendar days of the Provider’s final response.

19.5. The Provider shall ensure that all sub-processors are bound by data processing obligations that are no less protective than those contained in the DPA.

20. Amendments to Terms

20.1. The Provider may amend these Terms in accordance with § 1752 of the Czech Civil Code, provided that such amendments are reasonably justified by changes in Applicable Law, market conditions, technical requirements, or the Provider’s business operations.

20.2. The Provider shall notify the Customer of any proposed amendments at least thirty (30) calendar days before the amended Terms take effect. Notification shall be sent by email to the contact address associated with the Customer’s Account and shall include the full text of the amended Terms and a summary of the changes.

20.3. If the Customer does not agree with the proposed amendments, the Customer may reject the amendments and terminate the contract by providing written notice within thirty (30) calendar days of receiving the amendment notification. The termination shall take effect on the date the amended Terms would have entered into force.

20.4. If the Customer does not reject the amendments within the thirty (30) day period specified in Section 20.3, the Customer shall be deemed to have accepted the amended Terms, which shall become binding upon expiration of the notice period.

20.5. Amendments that the Provider considers material — including changes to pricing (Section 5), SLA commitments (Section 6), liability (Section 16), or data processing practices (Section 18) — shall require the Customer’s explicit acceptance. Acceptance is given on behalf of the Customer by a User with the Admin role (Section 8.6) through a confirmation the SkillSetup Platform shows after sign-in together with a link to the full text of the amended Terms, or by other verifiable written confirmation. The Provider keeps a record of the acceptance (version of the Terms, date and time, Account and IP address). Deemed acceptance under Section 20.4 shall not apply to material changes.

20.6. The SkillSetup Platform shows the confirmation to Users with the Admin role from the date of the notice under Section 20.2 until acceptance is given; for all other Users the Service remains available unchanged. If the Customer neither accepts a material amendment by its effective date nor terminates the contract, the contract continues to be governed by the previous version of these Terms until acceptance is given, and the Provider may terminate the contract under Section 13.1.

21. Force Majeure

21.1. Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by a force majeure event.

21.2. For the purposes of these Terms, “force majeure event” means any event or circumstance beyond the reasonable control of the affected party, including but not limited to:

(a) Natural disasters (earthquake, flood, hurricane, volcanic eruption, tsunami).

(b) War, armed conflict, terrorism, insurrection, or civil unrest.

(c) Pandemic, epidemic, or public health emergency declared by a competent authority.

(d) Government action, regulation, embargo, sanction, or order of a competent authority.

(e) Failure of public infrastructure, including power grid, telecommunications, or internet backbone.

(f) Large-scale cyberattacks (e.g., distributed denial-of-service attacks) that are beyond reasonable mitigation, provided the affected party has implemented industry-standard security measures.

21.3. The party affected by a force majeure event shall:

(a) Notify the other party in writing within five (5) calendar days of becoming aware of the force majeure event.

(b) Describe the nature and expected duration of the force majeure event.

(c) Use reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as practicable.

21.4. The obligations of the affected party shall be suspended for the duration of the force majeure event.

21.5. If a force majeure event continues for more than ninety (90) calendar days, either party may terminate the contract by providing written notice to the other party. Upon such termination, the provisions of Section 13.5 shall apply.

22. Governing Law and Dispute Resolution

22.1. These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Czech Civil Code, without regard to its conflict-of-law provisions.

22.2. Any disputes arising out of these Terms that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the competent courts in Prague, Czech Republic.

22.3. Consumer dispute resolution. If the Customer qualifies as a consumer within the meaning of Applicable Law:

(a) The Customer has the right to submit complaints and initiate out-of-court dispute resolution proceedings with the Czech Trade Inspection Authority (Česká obchodní inspekce, “ČOI”), with registered office at Štěpánská 15, 120 00 Prague 2, Czech Republic, website: www.coi.cz.

(b) The Customer may also use the European Commission’s Online Dispute Resolution (ODR) platform available at https://ec.europa.eu/consumers/odr for the resolution of disputes arising from online contracts.

22.4. Consumer withdrawal right. If the Customer is a consumer within the meaning of Applicable Law, the Customer has the right to withdraw from the contract within fourteen (14) calendar days of its conclusion without providing a reason, in accordance with § 1829 of the Czech Civil Code. The withdrawal must be submitted in writing (including email) to the Provider. If the Customer has expressly requested that the provision of the Service commence during the withdrawal period and subsequently withdraws, the Customer shall pay a proportionate amount for the services provided up to the time of withdrawal.

22.5. The provisions of this Section 22 regarding consumer rights shall apply only to Customers who are consumers and shall not affect the rights of business Customers.

23. Severability

23.1. If any provision of these Terms is found to be invalid, unenforceable, or in conflict with Applicable Law by a court of competent jurisdiction or competent authority, such invalidity, unenforceability, or conflict shall not affect the remaining provisions of these Terms, which shall continue in full force and effect.

23.2. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the economic purpose and intent of the original provision, as agreed by the parties or, failing agreement, as determined by a competent court.

24. Entire Agreement

24.1. These Terms, together with the DPA and any order or subscription confirmation accepted by the Customer, constitute the entire agreement between the Provider and the Customer regarding the subject matter hereof and supersede all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral, relating to the Service.

24.2. No modification, amendment, or waiver of any provision of these Terms shall be effective unless made in writing (including by the amendment mechanism set out in Section 20) and signed or acknowledged by both parties. Oral modifications are not binding.

24.3. In the event of conflict between these Terms and the DPA, the DPA shall prevail with respect to data protection matters. In the event of conflict between these Terms and an individual order or subscription confirmation, the terms of the order or subscription confirmation shall prevail, provided they are in writing and signed or accepted by both parties.

25. Notices

25.1. All notices, requests, and communications under these Terms shall be in writing and may be delivered by email. Email communication constitutes valid written notice for the purposes of these Terms, except where Applicable Law requires a different form.

25.2. Notices sent by email shall be deemed received on the next Business Day following the date of transmission, provided the sender does not receive a delivery failure notification.

25.3. Notices related to termination, material changes to the Terms, claims, or legal proceedings must be delivered in writing by email, with confirmation of receipt requested.

25.4. The Provider shall send notices to the contact email address associated with the Customer’s Account. The Customer is responsible for maintaining an accurate and current contact email address in its Account settings.

25.5. The Customer shall send notices to the Provider at: contact@skillsetup.tech.

26. Assignment

26.1. Neither party may assign, transfer, or delegate its rights or obligations under these Terms, in whole or in part, without the prior written consent of the other party, which shall not be unreasonably withheld.

26.2. Notwithstanding Section 26.1, either party may assign these Terms in their entirety, without the other party’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under these Terms.

26.3. The assigning party shall notify the other party in writing of any assignment under Section 26.2 at least thirty (30) calendar days before the effective date of the assignment.

26.4. Any attempted assignment in violation of this Section 26 shall be void.

27. Contact Details

For any questions, requests, or communications related to these Terms or the Service, please contact the Provider:

28. Effective Date and Versioning

28.1. These Terms are effective as of 1 December 2026.

28.2. The Provider maintains a version history of these Terms. Each version is identified by a version number and effective date.

28.3. The current and all previous versions of these Terms are available on the Provider’s website.

These General Terms and Conditions of Service were last updated on 4 August 2026.

This English version is a translation of the Czech original (Všeobecné obchodní podmínky). In case of any discrepancy, the Czech version shall prevail.