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General Conditions

Effective as of 21.12.2025

The General Conditions establish the basic principles of Client Relationships and the procedure for the communication between the Company and the Client.

Means an internal account or ledger maintained by the Company for the Client, where, pursuant to the Agreement(-s), the Client’s funds, deposits, withdrawals, profits, fees, and other transactions are recorded, tracked, and allocated by the Company. The Client may open and maintain several Accounts under the same Agreement; however, each Account shall be denominated and operated in a single currency.

Means the Management agreement entered into between the Company (as manager) and the Client (as investor), which governs the provision of the Service as set out in that agreement. The Agreement incorporates the General Conditions, Service Conditions, Fee Schedule, and, where applicable, Special Conditions accepted by the Client, together with any relevant annexes or additional agreements specified therein or in applicable terms. To enter into the Agreement, the Client applies to register as a Client in accordance with the procedure described on the Website.

Means an activity whereby, at the initiative of the Company or the Client, the Service and/or related operations and transactions are wholly or partially restricted (e.g., investment services, payment orders (to fill, to withdraw), access to the Account, the right to conclude Additional Agreements).

Means a day in the Czech Republic on which businesses, financial institutions, and government offices are generally open for regular operations. This excludes weekends (Saturday and Sunday) and public holidays.

Means Quantum Rise osoba rizikového kapitálu s.r.o. The Company’s contact details are published on the Website at https://quantumrise.eu/contact/.

Client means any natural or legal person who has entered into this Agreement with the Company for the provision of the Services.

The Client (Investor) Code is a unique identification number or alphanumeric reference assigned by the Company to each Client. This code serves as the Client’s identifier for all communications, transactions, orders, and references related to the specific Agreement. The Client (Investor) Code functions as an administrative tracking mechanism that allows the Company to:

  • Correctly allocate incoming funds payments and withdrawals to the appropriate Client Account.
  • Match correspondence and instructions to the correct Client.
  • Maintain accurate records across multiple transactions and communications.
  • Prevent misallocation of funds or administrative errors.

Client’s account opened with a credit or payment institution in the name of the Client.

Means an electronic service channel (including web or mobile app) through which the Client can communicate with the Company, review their details and reports, and generate documents related to their transactions with the Company.

Means the legal relationships between the Company and the Client arising when the Client uses or has used the Service or has contacted the Company for the purpose of using the Service.

Means the fee that is intended to cover costs incurred by the Company in connection with the early redemption/withdrawal, including, but not limited to, money/asset transfer expenses, financial institution commissions, currency exchange costs, broker charges, and other fees related to implementing the Investment Strategy. Exit Fee applies exclusively to the withdrawal of the invested principal forming the body of the Portfolio (including the initial investment and any subsequent capital contributions) prior to the expiration of the Recommended Investment Period specified in the Investment Policy Statement. The Exit Fee shall not apply to gains, profits, or returns generated within the Portfolio. The Client may withdraw gains at any time without incurring an Exit Fee. For illustrative purposes, if the Client withdraws EUR 100.000, where EUR 90.000 represents accumulated gains, and EUR 10.000 constitutes invested principal, the Exit Fee shall apply only to the EUR 10.000 portion representing the Portfolio body.

Means the fees the Company charges for the Service(-s) provided.

Means a document describing how Client data is processed and what rights Clients have in relation to the processing of their data. The Company is committed to protecting Clients’ personal data and complying with the General Data Protection Regulation (GDPR). The Company collects and processes only the data necessary to deliver its Service, enhance the Clients’ experience, and fulfil its legal obligations. The Client has the right to access, correct, delete, or restrict the use of its personal data at any time. The full details on how the Client handles its information and rights under the GDPR are available at https://quantumrise.eu/legal/gdpr.

These General Conditions of the Company.

Means the Company and/or the companies belonging to the Company’s group.

Means a document that sets forth the investment parameters that govern the management of the Portfolio by the Company.

Means a structured approach to Portfolio ownership and ongoing management that uses the same underlying investment universe and Portfolio construction for all Clients, but is offered under separate alternative strategy “tracks” that differ by (i) Recommended Investment Period and (ii) applicable fees and exit conditions.

Means both the Company and the Client.

Means the collection of financial assets, capital, and funds held and managed by the Company for the benefit of the Client in accordance with the Agreement. For the purposes of this Agreement, the Portfolio comprises all funds transferred to the Company in respect of which the Company has obtained the right to dispose in its own name and on behalf of the Client, as well as any assets, gains, or returns generated therefrom.

Means the timeframe that a Company advises Clients to hold a Portfolio before withdrawing or redeeming it. This recommendation is designed to align with the Investment Strategy, risk profile, and expected return characteristics.

Means a person who has a common economic interest with the Client or who has control or influence over the Client, including a member of the supervisory board, management board, or other governing body, beneficial owner, proxy, or authorised representative.

Means restrictive measures, sets of measures or other national transactional restrictions imposed by an international organisation or state (e.g., Czech Republic, the European Union, the United Nations, the United States of America, the United Kingdom, the Ukraine) against specific persons, states, territories, groups or regimes, prohibiting the making available to sanctioned persons or entities of any funds, other assets or economic resources or the provision of financial or other related services.

Means the unique username, ID, Keylock credentials, or other similar identification means issued by the Company to the Client, which enables the person to log in to the Client Portal or through which the Company verifies the identity.

Means asset investments on a commercial or similar basis, consisting of accumulated monetary funds or assets assessable in monetary terms from the Client or acquired for such monetary funds or assets assessable in monetary terms, for their collective investment based on a defined strategy for the benefit of the Client, as defined in Article 15 (1) of The Act No. 240/2013 on Investment Companies and Investment Funds (Act No. 240/2013).

Means the conditions of the Service established by the Company, constituting a part of any Agreement concluded for the provision of the respective Service.

Means conditions of a Service or a transaction established by the Company, which apply to the relevant Service or transaction in addition to the General Conditions and the Service Conditions.

Means a form of identification that uses at least two elements that fall into the categories of knowledge (something known only by the person), possession (something possessed only by the person) or attribute (something inherent only to the person) and are independent of each other, so that a breach of one would not compromise the trustworthiness of the other, and designed to protect the confidentiality of the authentication data.

Means a natural or legal person who is not a Party.

Means the Company’s websites at https://quantumrise.eu, https://docs.quantumrise.eu, and their sub-sites.

1.2. Applicability of the General Conditions

Section titled “1.2. Applicability of the General Conditions”
  1. The General Conditions establish the basic principles of Client Relationships between the Company and the Client, the procedure for the communication between the Company and the Client, the General Conditions for entering into, amending, and terminating Agreements, and for the exercise of rights and performance of obligations between the Company and the Client under Agreements.
  2. The General Conditions apply to all Client Relationships. In addition to the General Conditions, the laws and regulations of the Czech Republic, the Service Conditions, the Special Conditions, and other terms and conditions of the Agreements accepted by the Client, the Fee Schedule, good industry practice, and the principle of good faith apply to Client Relationships.
  3. The Parties are bound by the General Conditions in the Client Relationships, provided they do not conflict with the Service Conditions.
  4. If any legal relationship between the Company and the Client has been or may be subject to Special Conditions established by the Company, the Service Conditions and the General Conditions apply to such legal relationship, with the exceptions arising from the Special Conditions. In the event of any conflict between the provisions of the Service Conditions and the Special Conditions, the provisions of the Special Conditions will prevail.
  5. The Parties are bound by the General Conditions, the Service Conditions, the Special Conditions, and the Fee Schedule, provided that none of them conflict with the other terms and conditions of the Agreement.
  6. The General Conditions, the Service Conditions, and the Fee Schedule are available at the Company’s offices and on the Website. The Special Conditions apply to specific customised situations and are available only to the particular Client.
  7. The General Conditions, the Service Conditions, and the Special Conditions apply to the Client Relationships established prior to and continuing on the date of entry into force of the General Conditions, the Service Conditions, or the Special Conditions, as applicable.
  8. In the event of any inconsistency or ambiguity between the English and foreign language versions of the General Conditions, the Service Conditions, or the Special Conditions, the English version will prevail.

1.3. Establishment and amendment of the General Conditions, the Service Conditions, the Special Conditions, and the Fee Schedule

Section titled “1.3. Establishment and amendment of the General Conditions, the Service Conditions, the Special Conditions, and the Fee Schedule”
  1. The General Conditions, Service Conditions, Special Conditions, and Fee Schedule are established by the Company.
  2. The Company reserves the right to unilaterally amend the General Conditions, the Service Conditions, the Special Conditions, and the Fee Schedule. The Company notifies the Client of any amendments to the General Conditions, the Service Conditions, the Special Conditions, and the Fee Schedule by posting the article on the Website, via email or by any other means chosen by the Company (e.g., by post) at least 5 (five) calendar days before the entry into force of such amendments, unless otherwise provided by law.
  3. If the Client does not agree to the amendments, the Client has the right to terminate the respective Agreement by giving notice to the Company in writing or by any other means accepted by the Company within the time limit specified in Clause 1.3.2 of the General Conditions and by performing all their obligations under the Agreement.
  4. The notice period set out in Clause 1.3.2 of the General Conditions will not apply if the change is caused by a reduction in the fees of the Service, a change in other terms and conditions of the Agreement that is more favourable to the Client (including the granting of additional rights to the Client), or the addition of new free features or Service to the Fee Schedule.
  5. The Company reserves the right to unilaterally amend the Fee Schedule, Service Conditions, and Special Conditions without prior notice, unless prohibited by law. In such an event, the Company immediately notifies the Client of the amendments by posting the article on the Website, via email, or otherwise.
  6. In the case referred to in Clause 1.3.5, the Client has the right to cancel the amended Agreement by giving notice to the Company in a reproducible form within 5 (five) calendar days of the entry into force of the amendment. In the event of cancellation of the Agreement, both contracting Parties are released from their contractual obligations, but the rights and obligations that have accrued up to the time of cancellation remain in force.
  7. If the Client does not exercise the right to cancel the Agreement set out in Clauses 1.3.3 and 1.3.6 of the General Conditions, the Client is deemed to have accepted the amendments made and has no claims against the Company arising from the amendments to the General Conditions, the Service Conditions, the Special Conditions, or the Fee Schedule.
  1. The Company is obliged to verify the identity of the Client and the Client’s representative when establishing the Client relationship, including the conclusion of the Agreement and provision of the Service.
  2. The Client and the Client’s representative are obliged to submit to the Company the data necessary to establish the identity of the Client and the documents required by the Company.
  3. Natural persons are identified on the basis of the identity documents (e.g., passport, European identity card) and/or other documents required by the Company in accordance with applicable legislation.
  4. Czech legal persons or branches of foreign companies registered in the Czech Republic are identified on the basis of a valid printout of the data of the relevant register with legal significance and/or other documents required by the Company.
  5. A foreign legal person is identified on the basis of an extract from the relevant foreign register or registration certificate and/or other documents required by the Company.
  6. The identity of the Client or the Client’s representative may be verified via technical communication channels accepted by the Company, including the use of Security Elements or any other digital identification certificate that meets the Company’s requirements and is protected by a security code.
  7. Entering into the Agreement with the Company, the Client represents and warrants that the following statements shall remain valid and correct for the entire term of the Client Relationships:
    1. The Client has obtained all approvals and consents (if any) required to enter into the Agreement with the Company, exercise any rights hereunder (including adding or withdrawing funds), and fulfill its payment obligations to the Company. Any necessary permits from public authorities or third parties have been duly obtained and remain valid.
    2. By exercising rights and performing obligations under the Agreement, the Client does not and will not breach any applicable laws, contractual obligations, or the rights of the Client or any third party.
    3. The Client does not act on behalf of, or for the benefit of, any third party (or parties).
    4. The Client is aware of no pending or threatened judicial, administrative, or arbitration proceedings that could affect its ability to meet the obligations under the Agreement, nor are there any criminal proceedings pending or threatened against the Client that may impact the Client’s financial or commercial standing.
    5. If the Client is a legal entity, it is duly established and validly existing under the laws of its jurisdiction, and all necessary registrations (e.g., in a commercial or corporate registry) remain in effect.
  8. If any statement specified in Clause 2.1.7 is found to be false, it shall constitute a gross breach of the Agreement by the Client which leads to an extraordinary cancellation of the Agreement.
  1. The Client’s funds or other assets may be disposed of by a person other than the Client whose power of representation is accepted by the Company.
  2. At the Company’s request, a Client who is a natural person shall personally issue any instructions in respect of the Client’s Account, including investment instructions and orders for the withdrawal of funds, and a Client who is a legal person shall do so through its duly authorized legal representative.
  3. The Company is not obliged to accept a document evidencing the right of representation if the right of representation is not clearly and unambiguously expressed.
  4. The document certifying the right of representation must be formalised in accordance with the procedure laid down in the legislation and in compliance with the Company’s requirements.
  5. The Company has the right to require that the document evidencing the right of representation, executed outside the Company, be notarised, apostilled, or certified in an equivalent manner.
  6. The Client is obliged to inform the Company of the revocation or invalidation of a notarised or certified power of attorney, even if such notice has been published in the official announcements.
  1. The Client is obliged to submit to the Company the original documents, notarised copies, or copies certified in an equivalent manner.
  2. The Company is entitled to assume that the document provided by the Client is genuine, valid, and correct.
  3. The Company has the right to require that a document issued in a foreign country be legalised or attested by the apostille, unless otherwise specified in a treaty between the Czech Republic and the respective foreign country.
  4. In the case of a document in a foreign language, the Company has the right to request a translation into Czech, English, or another language accepted by the Company. At the Company’s request, the translation must be certified by a notary public or a sworn translator.
  5. Costs incurred in bringing the documents into compliance with the Company’s requirements are borne by the Client.
  6. The Company has the right to make a copy of the document submitted by the Client or, where possible, to retain the original.
  7. If the Client has submitted a document that does not meet the Company’s requirements or the Company has doubts as to its accuracy, the Company has the right to require the Client to submit additional documents or to refuse to execute the Client’s order or initiate/continue a Client Relationship.
  8. The Company has the right to consider the document certifying the Client’s right of representation as valid until the Company has received documents confirming the amendment or expiry of the Client’s right of representation.
  1. The Company accepts the Client’s or their representative’s handwritten signature, as well as the Qualified Electronic Signature (QES) and Advanced Electronic Signature (AdES).
  2. The Company and the Client have agreed that as of the date specified by the Company, the Parties may start signing documents in their communication as follows:
    1. with a digital signature, other than the digital signature referred to in Clause 2.4.1, issued by a certification service provider acceptable to the Company and complying with the Company’s requirements;
    2. in cases otherwise agreed in the Agreement, by means of codes or Security Elements transmitted in the manner provided for in the Agreement.
  3. The Company has the right to require a document/order to be signed in person. If it is not possible to sign in person, the Company has the right to require the signature to be notarised or certified in an equivalent manner.

3. Company secrets and processing of the Client’s data

Section titled “3. Company secrets and processing of the Client’s data”
  1. The Company keeps data and assessments that are considered Company secrets as defined in legislation confidential in accordance with the conditions set out in legislation. The Company will disclose data subject to its secrecy only under the conditions and in accordance with the procedures provided for in legislation.
  2. The conditions for processing the Client’s data (including data subject to Company secrecy) are described in the GDPR Privacy Notice on the Website at https://quantumrise.eu/legal/gdpr.

4. The Company’s rights to prevent money laundering and terrorist financing and to impose the Sanctions

Section titled “4. The Company’s rights to prevent money laundering and terrorist financing and to impose the Sanctions”
  1. To prevent money laundering and terrorist financing and to apply the Sanctions, the Company has the right to:
    1. regularly check the Client, its representative and/or Related Person of the Client, and obtain additional documents and information related to such data from the Client (including data on place of residence, tax residence, founders, owners, members of the management body and beneficial owners of a legal entity);
    2. regularly request documents and/or information about the activities of the Client and Related Persons of the Client (including details about transaction partners, transactions, agreements, and economic activities), as well as documents and information about the origin of the Client’s assets or wealth;
    3. require the Client to submit all other documents and/or data necessary for the application of due diligence measures and Sanctions, and to perform certain actions;
    4. determine the scope, frequency, exact manner, and necessity of applying due diligence measures, taking into account the risks associated with the Client, the Related Person, a transaction partner, a transaction, or the Client Relationship in general.
  2. If the Client has not fulfilled the conditions set out in Clause 4.1 of the General Conditions by the deadline or has submitted incorrect or incomplete data or refuses to submit data and/or documents, the Company has the right or, in cases provided for by law, the obligation to refuse to provide the Service or conclude the Agreement, block the Service or terminate the Agreement.
  1. The Company has the right to decide with whom to enter and with whom not to enter into an Agreement.
  2. The Company has the right to refuse to enter into an Agreement at any stage if there is a valid reason to do so. In the event of refusal to conclude an Agreement, the Company considers a valid reason, in particular, where the person or the Related Person:
    1. does not comply with the conditions set out in the law, the General Conditions, or the relevant Service Conditions, or the contractual terms requested by the person do not comply with the foregoing;
    2. has intentionally or through gross negligence provided incorrect or incomplete information to the Group, or refuses to provide information;
    3. fails to provide, at the request of the Group, sufficient information or documents to identify their identity, representative, beneficial owner, or ownership structure, or fails to comply with the Group’s requirements;
    4. has not submitted sufficient data or documents for the application of the due diligence measures described in Clause 4 of the General Conditions at the request of the Group;
    5. is or has been (or there is reason to suspect that the person or the Related Person is/was) involved in criminal activity (including money laundering or its predicate offences, terrorist financing, drug-related crimes, economic crimes or property crimes) or violation or evasion of the Sanctions based on reliable and independent sources (e.g., correspondent banks, media, national or international databases) or the Company’s internal information;
    6. is or has been (or there is reason to suspect that the person or the Related Person is/was) involved in criminal activity or the Sanctions, in which case the Company assesses that there is a risk that the Client or the Related Person may use the Service for criminal purposes or to evade the Sanctions in the future;
    7. is (or there is reason to suspect that the person or the Related Person is/was) a high-risk person under the anti-money laundering and anti-terrorist financing rules applied by the Company or is operating in a country or in an activity which, in the opinion of the Company, has an inadequate level of anti-corruption protection or a high-risk activity;
    8. is subject to Sanctions, or there is reason to suspect that the person or the Related Person is evading Sanctions, or relates, in the opinion of the Company, to a person, business, territory, entity, or regime subject to Sanctions;
    9. is engaged in an activity which, in the opinion of the Company, is an activity subject to special requirements, or a similar activity, without holding a valid licence, business licence, or similar entitlement;
    10. is in arrears or has repeatedly been in arrears with an obligation to the Group;
    11. has caused direct or indirect damage, or a real risk of damage, to the Group or has damaged the reputation of the Group;
    12. does not have a legal basis for staying in the country of its residence;
    13. has, to the Company’s knowledge, acted as a front man or used front men, or if the Company has reason to believe that the person is a front man.
  3. The Company has the right to refuse to initiate Client Relationship or cancel any existing Client Relationship if the Company assumes that the person is not eligible to be a Client of the Company, or has no interest in Service, or has insufficient knowledge of the risks associated with the Service, or there is reason to suspect that the Account is being opened as part of or for the purpose of committing fraud (or any other unlawful activity).
  4. The Company has the right to refuse to initiate a Client Relationship for any other reason deemed valid by the Company. Such reasons are cases where the conclusion of a an Agreement is prevented by a legal impediment, such as a limitation of legal capacity, a conflict or lack of rights of representation, or where a person is subject to liquidation proceedings, or the Company has reasonable grounds to assume that liquidation proceedings will be opened, or a provisional administrator has been appointed pending the bankruptcy of a person, or the Company has filed a bankruptcy petition against a person or a person related to this person.
  5. Agreements are concluded, at the Company’s discretion, in written form, in a form that can be reproduced in writing or in electronic form (e.g. via Client Portal), unless a mandatory form is prescribed by legislation.
  6. The Client is not obliged to enter into any agreements other than the Agreement for the use of the Service.

6. Exchange of information between the Company and the Client

Section titled “6. Exchange of information between the Company and the Client”

6.1. Provision of information by the Company

Section titled “6.1. Provision of information by the Company”
  1. The Company provides the Client with information (including reports) in its office, by email, by post (with the evidence of delivery), or via Client Portal. If the Client has informed the Company of their email address and/or has access to the Client Portal, the Company has the right to send all notices to the Client by email or by publication in the Client Portal, at the Company’s discretion, unless otherwise required by law.
  2. If the contact details are found to be incorrect, the Company has the right to use data from public registers to contact the Client (including for the purpose of communicating declarations of intent).
  3. Among other things, an overview of the risks associated with the provision of the Service and a description of the measures taken to protect the Client’s rights are specified in the Service Conditions and are available to the Client.
  4. Personal notices sent by the Company to the Client are deemed to have been received by the Client if the notice has been sent by the Company to a contact address or number or e-mail address of the Client or of a person authorised to receive notices on behalf of the Client known to the Company and the period of time usually necessary for the transmission of the notice by the appropriate means of communication has elapsed.
  5. If the Company sends a personal notice to the Client by publishing it on the Client Portal, the notice is deemed received by the Client on the day of publication.
  6. Unless expressly stated otherwise, the information provided by the Company to the Client is not intended as an offer or advice by the Company.
  7. The Client is obliged to verify the accuracy of the information contained in the notice received from the Company without undue delay and to submit any objections to the Company without undue delay upon receipt of the notice.
  8. If the Client has not received from the Company a notice which they could reasonably have expected to receive or the sending of which was agreed in the Agreement, the Client must notify the Company immediately, but no later than within a reasonable period of time from the day on which they could reasonably have expected to receive the notice or should have received it from the Company in accordance with the Agreement. For the purposes of this Clause, a reasonable period is presumed to be 10 (ten) calendar days.

6.2. Provision of information by the Client

Section titled “6.2. Provision of information by the Client”
  1. The Client transmits information to the Company on paper in the Company’s office, by post (with the evidence of delivery), electronically by email, via the Client Portal, or by any other means accepted by the Company. The Client must indicate the Client (Investor) Code established by the Company in all communications, transactions, orders and references related to the Agreement and Client Relationship.
  2. The Client is obliged to immediately inform the Company in writing or in any other pre-agreed manner of all information and circumstances that are relevant to the relationship between the Client and the Company and/or that affect or may affect Client Relationships, including the following:
    1. changes to the Client’s name, address, telephone number, or other contact details;
    2. changes to the Client’s and/or the Client’s representative’s identity document details;
    3. loss or theft of an identity document or other means of identification (e.g., Security Elements) or if the Client otherwise loses possession thereof against their will;
    4. changes to the rights of the Client’s legal representative and/or the rights of a person authorised by the Client;
    5. transformation, merger, and division of a legal entity as the Client, the declaration of bankruptcy, liquidation, or deregistration of a legal entity as the Client;
    6. any suspicion that correspondence (including in electronic form) received from the Company may be incomplete, altered, or inauthentic;
    7. any other information that the Client is required to provide to the Company under the Agreement.
  3. The obligation to provide information referred to in Clause 6.2.2 of the General Conditions also applies if the relevant information is available in a public register or is made public through the media or otherwise.
  4. If the Client has failed to comply with the notification obligation, the Company is entitled to presume the accuracy and completeness of the information known to the Company.

7. Information about Accounts and transactions

Section titled “7. Information about Accounts and transactions”
  1. The Client has the right to receive information about their Account balance, the transactions related to their Account, and other data pertaining to their Account:
    1. at the request of the Client via email or in any other agreed manner (e.g., via the Client Portal);
    2. in the form of reports at least once in a calendar month in accordance with the terms of the Service Conditions agreed between the Company and the Client, taking into account the provisions of law.
  2. The Company documents all transactions carried out on the Client’s Account and stores such data in accordance with the legislation.
  1. The Client has the right to submit orders to the Company for execution (to fill the Account or to process withdrawal, to change the Client’s data or details, to change the Investment Strategy), and the Company executes the orders in accordance with the law and the terms and conditions of the Agreement. The Client submits their orders to the Company in writing or in any other manner agreed between the Company and the Client and in a format developed by the Company (e.g., via the Client Portal or by email). The Client must indicate the Client (Investor) Code established by the Company in all communications, transactions, orders, and references related to the Agreement and Client Relationship. It is the Client’s responsibility to ensure that their arrangements comply with applicable law, the terms and conditions of the Agreement, and other relevant requirements and practices.
  2. The Company has the right to refuse to execute an order and to provide the Service or to suspend the execution of an order or the provision of the Service if the Company suspects that the person submitting the order and wishing to use the Service is not entitled to do so or that the order does not comply with the terms and conditions of the Agreement. The Company has the right to verify the Client’s orders via the Client Portal or other communication channels, as the Company chooses. If the Company fails to verify or the Client fails to confirm the issuance of the order and/or the information contained therein, the Company has the right not to execute such order. Unless otherwise provided by law, the Company will not be liable in such a case for any loss or damage caused by the refusal to execute the order and to provide the Service.
  3. The Company has the right to record all orders and other communications (including telephone conversations) given by means of communication when using the Service and to use such recordings, if necessary, as evidence of orders given or other actions taken by the Client (including in legal proceedings).
  4. The Company only accepts for execution a Client’s order that has been given in accordance with the Agreement between the Client and the Company, that has been formalised in accordance with the relevant legislation and the instructions and forms provided by the Company, that does not contain inaccurate, incomplete, or incorrect information, and that clearly indicates the Client’s intention.
  5. It is the responsibility of the Client, when submitting any order, to ensure that the necessary consents, including court consents where applicable, are in place.
  6. The Company is not liable for any errors, ambiguities, omissions, misrepresentations, or mistakes in the order transmitted by the Client to the Company, unless otherwise provided by law. The same applies to the erroneous repetition of orders. In the case of doubt or ambiguity, the Company has the right to request additional information and documents from the Client and, pending their receipt and verification of the information contained therein, not to execute the order or not to comply with the order.
  7. The Client is obliged to ensure that the Account has the necessary funds to execute the order submitted to the Company. If the Account does not have sufficient funds to execute the order, the Company has the right to decline to execute it. If, however, the Company executes the Client’s order, such execution is not considered granting overdraft or a short position to the Client or any other similar transaction, and the Client is obliged to immediately transfer to the Account the funds that should have been in the Account for the execution of the order.
  8. If the Company has doubts as to the legality of the order, it has the right to request, at the Client’s expense, additional confirmation in a form and manner acceptable to the Company before executing the order.
  9. The Company may deviate from the Client’s orders if the Company has reason to believe, under the circumstances, that the Client would approve its actions.
  10. If an order submitted by the Client is incorrect or incomplete (including if not all the information required by the Company for the execution of the order has been provided to the Company), the Company has the right to refuse to execute the order. Unless otherwise provided by law, the Company is not liable for any order executed on the basis of the foregoing and is not liable for any loss or damage resulting from failure to execute the order.
  11. The Company has the right to transfer, in whole or in part, the performance of its obligations to a Third Party if this is required by the nature of the obligations or is more expedient for their performance, taking into account the interests of the Client.
  12. The Company is not liable for any deadlines or rules imposed by the Client or the Third Party or for any damage caused by the Client or the Third Party, unless otherwise provided by law.
  13. The Company may refuse to execute an order relating to foreign currency or country (e.g., foreign currency, foreign payer/payee, foreign payer’s/payee’s bank) or impose restrictions on an order if this is required by the authorities or the bank of the country concerned or if this is required by applicable law.
  14. The Company has the right to refuse to accept and/or execute the Client’s order if, in the Company’s opinion, the Client is acting inappropriately when giving the order or there is reason to believe that the Client is acting under the influence of alcohol, psychotropic substances, narcotic drugs or other substances affecting normal and reasonable behaviour, or if the Company has doubts as to the Client’s capacity to act and make decisions and/or the Client’s free will when giving the order to the Company.
  15. The Company has the right to suspend the execution of the Client’s order for the time necessary to obtain and assess the information and documents required to properly comply with the legislation on the prevention of money laundering and terrorism and the application of sanctions.
  16. The Company has the right to refuse to execute the Client’s order or to impose restrictions on the order if the beneficiary of the transaction/order is a sanctioned person, the beneficial owner of the legal person to whom the transaction is made is a sanctioned person, or the transaction is contrary to a restriction arising from the Sanctions, or the purpose of the transaction may, in the Company’s opinion, be to circumvent the Sanctions.
  17. The Client is obliged to create all the prerequisites and conditions necessary for the fulfilment of their order. If the Client has not fulfilled this obligation, the Company has the right not to execute the Client’s order. Unless otherwise provided by law, the Company is not liable for any damage caused to the Client and/or Third Parties as a result of non-execution of the order.
  18. The Company executes the Client’s orders accepted for execution in the chronological order of their submission.
  19. An order transmitted to the Company remains valid until it is executed or deemed cancelled by the Company.
  20. The Client does not have the right to withdraw an order transmitted to the Company and executed by the Company. If the Company, on the basis of a respective request by the Client, cancels an order which has been accepted for execution, the Client shall compensate the Company for any and all costs and losses incurred and suffered in connection with assuming execution and/or cancellation of the order. The Company has the right to refuse to cancel an order for execution at its own discretion.
  21. If the Company has given the Client a term to eliminate the circumstance preventing the execution of the order and the Client has not eliminated the aforementioned circumstance within this term, the order is deemed cancelled. The Company has the right to cancel the order immediately if, in the reasonable opinion of the Company, it is not possible for the Client to eliminate the circumstance that is the basis for the suspension of the execution of the order.
  22. The Company informs the Client of the cancellation of the order.
  23. The Client confirms that they are aware that:
    1. the Company cannot fully guarantee the smooth operation of the information systems used by the Company and/or the Third Parties for the execution of the order or the execution of any related to the order transaction, and therefore the Company cannot exclude the possibility of delays in the transmission of the order and/or the execution of the transaction, and the Client warrants and represents that upon sending orders the Client is aware of such risk and admits such possibility;
    2. it is not possible for the Company to completely exclude the possibility of Third Parties interfering with, monitoring, or otherwise influencing the transmission or execution of orders or the execution of transactions related to the order against the will of the Client and/or the Company, and the Client agrees that such risk lies with the Client.
  1. If funds or other assets have been credited to the Account (or a Client’s bank/broker account) without a legal basis (erroneous entry), the Client is obliged to notify the Company immediately after discovering the erroneous entry and to return the corresponding money or assets to the account specified by the Company.
  2. The Company has the right to block and/or debit funds or other assets wrongly transferred to the Account without the Client’s consent. The Client does not have the right to give instructions/orders regarding assets erroneously transferred to the Account.
  3. If the Company has made a mistake in executing the Client’s order with regard to the amount, explanation, reference number, or other payment or asset transfer details, the Company has the right to withdraw funds or assets from the Account without the Client’s consent in order to make a corrective entry and execute the transfer in strict accordance with the order details.
  4. The Client is obliged to check the amounts to be paid into the Account before making the payment and the amounts to be withdrawn from the Account and to submit any claims immediately.

10. Restrictions on the Account access or the Service use

Section titled “10. Restrictions on the Account access or the Service use”
  1. The Client is obliged to give the Blocking order to the Company in writing at the Company’s office or in any other manner agreed between the Company and the Client.
  2. When issuing a verbal Blocking order, the Company has the right to ask questions about the Client requesting the Blocking order based on the information in the Company’s database and to initiate an identification procedure to verify the identity of the person. If the Company has doubts as to the identity of the person, it has the right not to block the Account or Service. Unless otherwise provided by law, the Company is not liable for any loss or damage caused by failure to block an Account or Service.
  3. The Company has the right to block the Account and/or the Service if:
    1. The Client’s Account lacks sufficient funds or assets to cover claims by the Company or any individual within the Group against the Client, or the funds in the Client’s Account are below the minimum required as stipulated in the Agreement.
    2. The Company suspects the Client of money laundering, terrorist financing, or any other criminal offence (e.g., fraud), their attempt, or of aiding and abetting such offence.
    3. The Company suspects that the Client or the Related Person of the Client, or the initiated transaction, is related to a person, field of activity, region, or regime subject to the Sanctions, or that the Client is participating in or attempting to evade the Sanctions.
    4. The Company suspects that the funds or assets in the Client’s Account have been obtained as a result of a criminal offence.
    5. The Company becomes aware of circumstances that require clarification of the legal origin of the Client’s funds or assets.
    6. The Company has been presented with contradictory, forged, arbitrarily altered, or otherwise formally deficient data and/or documents, the accuracy of which the Company has reason to doubt.
    7. The Client or the Client’s representative has not submitted the information and/or documents required by the Company within the deadline set by the Company, or refuses to submit them.
    8. The Blocking is, in the Company’s opinion, necessary to prevent damage to the Company, the Client, or a Third Party.
    9. The Account is fully or partially seized.
    10. The Company has been provided with information about the death of the Client, evidenced by written documents, or if the Company has reasonable grounds to believe that the Client or the Client’s representative has died.
    11. The details of the means of communication provided by the Client to the Company (telephone, email) and/or the address of the Client’s domicile/residence and/or other details concerning the Client’s (business) activities prove to be incorrect and the Client cannot be contacted through any of the means of communication last provided by the Client to the Company.
    12. The company related to the provision of the Service (e.g., correspondent bank, or foreign broker) has imposed restrictions on the relevant country, territory, currency, field of activity, Service, person, or transaction.
    13. The Company suspects that the Service is being used for fraudulent purposes.
  4. The Company unblocks the Account or the Service initiated by the Company when the reason for the Blocking has been eliminated.
  5. Unless otherwise provided by law, the Company is not liable for any loss or damage resulting from the Blocking of an Account or the Service.
  1. The Company only seizes the Account at the request of a Third Party in the cases and in accordance with the procedure provided by law (e.g., at the initiative of an authority or an enforcement agent).
  2. The Company releases the Account from seizure based on a decision, order, or injunction issued by a seizing authority, an enforceable court decision, or other cases provided by law.
  1. The Company makes withdrawals or any other transactions from the deceased Client’s Account on the basis of a certificate of succession and/or ownership or other documents required by law or on the basis of a respective court decision.

10.4. Information system maintenance and development

Section titled “10.4. Information system maintenance and development”
  1. The Company is entitled to carry out scheduled maintenance and development work on the information systems it uses for its daily operations, including the Client Portal, invoicing core, math core, trading core, reporting core, etc. Wherever possible, the Company carries out scheduled maintenance and development work during nighttime.
  2. In the event of extraordinary circumstances, the Company has the right to carry out extraordinary maintenance or development work to prevent further damage.
  3. For the duration of the maintenance or development work, the Company’s obligations to the Client under the Agreement are deemed suspended. Unless otherwise provided by law, the Company is not obliged to compensate the Client for any loss or damage caused to the Client due to the non-performance of its obligations under the Agreement as a result of maintenance or development work.

11. Service fees, arrears, currencies, and the Company’s claims

Section titled “11. Service fees, arrears, currencies, and the Company’s claims”
  1. The Company has the right to charge, and the Client has the obligation to pay a fee for the provided Service as set out in the Fee Schedule and/or the Agreement.
  2. In addition to the items specified in the Fee Schedule and agreed in the Agreement, the Client bears the Company’s costs arising from the acts performed in the Client’s interest (e.g. communication or postal charges, notary fees, etc.) and the costs related to the Client Relationships (e.g. costs of establishment, exchange fees, management fees for underlying investments, broker fees, management and realisation of assets, insurance or legal expenses, etc.). Upon the Company’s request, the Client shall reimburse such costs and any reasonable expenses incurred by the Company (including payments to engaged Third Parties) in connection with the execution, amendment, termination, or breach of the Agreement and all related contracts (where applicable). This also includes costs for the defense or enforcement of the Company’s rights under this Agreement.
  3. For Services not included in the Fee Schedule, the Client shall pay the Company for the actual costs incurred, plus applicable time-based fees. The Client may request a detailed invoice for such Service at any time.
  4. The Company may invoice the Client electronically (including via email or the Client Portal).
  5. Unless otherwise agreed by the Parties, when the Client has several Accounts with the Company, fees and other amounts due and payable are debited by the Company from the Account with which the fees and other amounts due and payable are related.
  6. The Client is obliged to keep sufficient funds in the Account to enable the Company to debit the Account for all fees and other amounts due and payable.
  1. In the event that the Client fails to fulfil its obligations to the Company, the Client undertakes to pay the Company interest on arrears and/or the contractual penalty stipulated in the Fee Schedule or the Agreement in accordance with the law.
  2. In the event that there are insufficient funds in the Account designated for the payment of fee or other amount due or payable, the Company is entitled to debit the fees and other amounts due and payable from any Client Account, including from the Account opened in another currency and from any amounts credited to the Account at any time even if after the amounts have become due and payable and before they are actually withheld by the Company, the Client has made other orders in respect of such amounts.
  3. If there are insufficient funds on any Account to cover all fees and other amounts due and payable, the Company determines the order in which obligations are to be met.
  1. Amounts owed to the Company are retained by the Company in the currency in which they are incurred. If there is no such currency on the Account, the Company converts the required amount from the Client Accounts opened in other currencies at an exchange rate determined by the Company.
  2. For Services and charges not related to the particular Account, the Company debits fees and other amounts due in euros or, if unavailable, in another currency. Fees calculated in another currency and other amounts payable are converted into euros at an exchange rate established by the Company.
  3. The information regarding the deducted fees, amounts, and arrears withheld under the Agreement is reflected in the Company’s reports and corresponding invoices.
  4. If a new currency is introduced instead of the former currency of the Account, the Company has the right to unilaterally change the currency of the Account and to convert the financial obligations into the new currency based on the official exchange rate of that currency.
  1. The Company has the right to set off its claims against the Client’s claims and to determine the claims to be set off, unless otherwise provided by law.
  1. The Company and the Client will fulfil their obligations arising from the Client Relationship in a proper and reasonable manner, in good faith, with due diligence, and in accordance with best execution practices.
  2. The Company shall exercise a professional standard of care in performing its obligations under the Agreement, but does not guarantee any particular investment results or preservation of the principal. The Client acknowledges that all investments are subject to market risk and that any past performance does not guarantee future results.
  3. The Parties shall not be liable for non-performance of their obligations or any resulting losses or damages if caused by events or circumstances beyond their reasonable control (including force majeure, system failures, changes in law or regulation, or actions by third parties) that could not reasonably have been avoided, unless such non-performance, losses, or damages are caused by the Party’s breach of its obligations under the Agreement.
  4. Unless otherwise provided by law:
    1. the Company does not provide tax or legal advice to the Client, unless specifically agreed in the Agreement;
    2. the Company is only liable for an intentional or grossly negligent breach of the Company’s obligations under the Agreement;
    3. the Company shall not be liable for any damage incurred by the Client that results from the Client’s own delay in fulfilling its obligations under the Agreement;
    4. the Company shall not be liable for the acts, omissions, services, information, or performance of obligations by any Third Parties (including losses resulting from their bankruptcy or insolvency), unless the Company fails to exercise due care in selecting or supervising such Third Parties and such failure directly results in a breach of the Company’s obligations under the Agreement;
    5. the Company shall not be liable for any expenses, losses, damages, liabilities, or costs resulting from a decrease in the value of the assets or funds, or any other way incurred by the Client, as a result of direct or indirect management of the assets, unless such losses are caused by the Company’s breach of its obligations under this Agreement;
    6. the Company shall not be liable for any indirect, incidental, consequential, or exemplary damages, or for any lost profits, revenues, or opportunities, unless such damages arise directly from the Company’s gross negligence or willful misconduct;
    7. the Company shall not be liable for any losses or damages incurred by the Client—whether directly or indirectly—resulting from delays in transaction execution, specifically (i) delays between the Client’s instructions to the Company and the actual execution of the transaction; and (ii) delays between the Company’s decision to execute a transaction and its actual execution. This limitation of liability applies only if the delay was not caused by the Company’s breach of its obligations under the Agreement.
    8. the Company is not liable for any loss or damage caused directly or indirectly to the Client or a Third Party by the Client’s failure to comply with or improper compliance with the obligation to inform referred to in Clause 6.2.2 of the General Conditions;
    9. the Company is not liable for losses caused by changes in currency or security prices or other investment risks;
    10. the Company is not liable for any loss or damage caused by the Company’s unawareness of the lack of legal capacity of a legal person or the lack of legal capacity of a natural person;
    11. the Company is not liable for any loss or damage caused by the exercise of due diligence measures;
    12. if according to the terms of the Agreement the Company has the right to refuse to enter into a transaction or to refrain from executing the Client’s order, Block the Account, or terminate the Agreement, the Company shall not be liable for the damage or loss of the Client or a Third Party arising from such circumstances.
    13. The Company shall not be liable for any errors, alterations, data losses, or other damages arising from the transmission of electronic correspondence, which may be intercepted, corrupted, delayed, lost, destroyed, or rendered incomplete during transmission unless otherwise encrypted or protected. If the Client doubts the completeness or authenticity of any electronic correspondence, the Client shall promptly notify the Company.
    14. The Company shall not be liable for any damage suffered by the Client resulting from viruses or other malicious software contained in electronic correspondence. The Client is responsible for scanning all electronic correspondence for viruses and malware. While the Company takes reasonable measures to prevent such issues, the Client assumes all risk associated with virus infection from electronic correspondence.
    15. The Company shall not be liable for any delays, misallocation of funds, or other administrative issues arising from the Client’s failure to specify the Client (Investor) Code in any communications, transactions, orders, or references related to the Agreement or Client Relationship. The Client acknowledges and accepts full responsibility for any consequences resulting from such omission, and the Company disclaims all responsibility for resulting loss or damage to the extent permitted by law.
  5. The Client undertakes to indemnify the Company for any damage, including loss of income, expenses incurred, fines or income paid to Third Parties, resulting from the Client’s breach of the requirements of the Agreement, any legislation (including foreign legislation), the rules of stock exchanges or securities registers or any other decision of the relevant competent body, or any incomplete, misleading or false statements or information provided by the Client to the Company.
  6. If an unauthorised order occurs due to lost, stolen, or misused Security Elements, and the Client has failed to safeguard such Security Elements properly, the Client’s liability is limited to €500, except where circumstances precluding liability exist under applicable law. This limitation does not apply, and the Client bears full liability for all losses arising from unauthorised orders, if:
    1. The unauthorised order resulted from the Client’s fraud, intentional misconduct, or gross negligence in complying with Security Element handling obligations, including the duty to safeguard Security Elements and associated devices from the time of receipt.
    2. The Client failed to immediately notify the Company (or its designated third party) upon becoming aware of the loss, theft, or unauthorised use of Security Elements.
    3. The Client breached any terms governing the issuance and use of Security Elements.
  1. The Company has the right to unilaterally terminate the Agreement with a compelling reason without notice (extraordinary cancellation).
  2. In particular, a compelling reason is when the Client or the Related Person of the Client has breached any obligation arising from legislation or the Agreement. Such obligations include, in particular:
    1. providing the Company with complete and accurate data for the purpose of identity verification;
    2. informing of any changes to the information contained in all Agreements or documents submitted to the Company;
    3. at the Company’s request, during the implementation of due diligence measures, submission of all relevant data and/or documents requested by the Company regarding its activities (including the Related Parties, transaction partners, transactions, origin of assets, economic activities);
    4. the provision of factual information about their financial situation if such information is important for the Company to make decisions or other operations;
    5. the obligation to inform the Company of any deterioration in the Client’s financial situation or any other circumstance that may affect the Client’s ability to duly perform their obligations to the Company;
    6. the Client or the Related Person does not use the Service in accordance with the purpose and requirements of the Agreement (e.g. the use of the Account in the interests of Third Parties and/or Related Persons or to avoid or conceal their obligations in enforcement, insolvency or bankruptcy proceedings, to conceal the actual owner of the assets, to use the Account of a natural person Client for business activities);
    7. the Client or the Related Person of the Client has used the Service for illegal purposes;
    8. the Company suspects the Client or the Related Person of money laundering, a predicate offence, or terrorist financing;
    9. the origin of the assets or wealth of the Client or the Related Person of the Client has not been sufficiently proven and clarified, as a result of which the Company is unable to fully identify the origin of the assets or wealth and/or verify their legality;
    10. the purpose of the transactions or activities of the Client or the Related Person of the Client is not sufficiently proven and clear to the Company, and the transactions or activities have no economic or other justified purpose;
    11. the information and/or documents submitted by the Client have not dispelled the Company’s suspicion that the Account may be used for illegal purposes (including for violating or evading the Sanctions), money laundering, or terrorist financing due to the activities of the Client or the Related Person;
    12. the Sanctions have been imposed on the Client or the Related Person of the Client, the Client’s activities violate or may violate the Sanctions, or as a result of the Client’s activities or inactivity, the Company suspects the Client of violating the Sanctions;
    13. the circumstances specified in Clauses 5.2.5 to 5.2.13 of the General Conditions become known to the Company;
    14. the circumstances specified in Clause 5.3 of the General Conditions become known to the Company;
    15. the circumstances specified in Clauses 10.1.3.1 to 10.1.3.13 of the General Conditions become known to the Company;
    16. the Client or the Related Person has, through their actions or inaction, intentionally or through gross negligence, caused damage to the Group or created a real threat of damage;
    17. the Client or the Related Person has failed to perform an obligation under any agreement with the Group, and this fact constitutes a compelling reason for the Company to assume that the Client or any person associated with the Client continues to fail to perform its contractual obligations (e.g. the Client or any person associated with the Client has repeatedly failed to properly perform financial obligations);
    18. an event has occurred which, in the reasonable opinion of the Company, may impede the Client’s ability to properly perform their obligations under the Agreement or have a material adverse effect on the Client’s business or financial condition (e.g. bankruptcy, compulsory liquidation or liquidation proceedings of the Client);
    19. the Client, who is a natural person, has deceased;
    20. the Client, who is a legal entity or the sole proprietor, has been deleted from the register;
    21. there are insufficient funds to meet the Client’s obligations under the Agreement, and the Client has not transferred sufficient funds to the Account within one (1) calendar month after receiving the respective notice from the Company.
    22. the termination of the Agreement is required by the Czech or foreign supervisory authority or other government authority;
    23. the Client requests the termination or restriction of the processing of the Client’s Personal Data and, in the opinion of the Company, the Company has the right and the need to process the Client’s Personal Data in accordance with the General Conditions, the Service Conditions and/or the GDPR Privacy Notice as a prerequisite for providing the Service to the Client;
    24. the Company suspects that a front man is using the Service on behalf of the Client;
    25. the Company suspects that the Service is being used for fraudulent purposes.
  3. Prior to the extraordinary cancellation of the Agreement, the Company carefully considers all the circumstances and makes a decision based on the principle of reasonableness.
  4. Unless otherwise provided by law or the Agreement, the Parties have the right to terminate the Agreement by mutual consent, or each Party has the right to terminate the Agreement by giving at least 2 (two) calendar months’ written notice.
  5. If the Client terminates the Agreement or withdraws funds from the Portfolio prior to the expiration of the Recommended Investment Period specified in the Investment Policy Statement, and such early termination or withdrawal is not due to a cause defined in Clause 12.3 of the General Conditions, the Company shall be entitled to charge the Client an Exit Fee according to the Fee Schedule.
  6. The Company has the right to terminate the Agreement by providing the Client with at least 1 (one) calendar month’s prior notice if:
    1. the Client fails to deposit the minimum initial funds required under the Agreement within 1 (one) calendar month of concluding the Agreement;
    2. the funds in the Client’s Account are below the minimum required as stipulated in the Agreement;
    3. no transactions have been made on the Client’s Account for at least 12 (twelve) consecutive months.
  7. Upon termination, the Company shall liquidate the assets managed under the Agreement (to the extent practicable) and, within two (2) calendar months, transfer the proceeds to the Client’s Bank Account defined in the Agreement.
  8. Upon receipt and acceptance of a termination request, the Portfolio value shall be fixed, and any subsequent increase in the funds before the transfer shall not affect the transferable amount. If certain assets managed under the Agreement cannot be liquidated immediately due to their nature (e.g., illiquid securities or locked-in investments), the Company shall transfer such assets to the Client in their existing form using the standard procedures applicable to such asset transfers.
  9. Before transferring any funds or assets, the Company deducts from the Account (i) all outstanding amounts owed by the Client under the Agreement (even if not yet due), and (ii) any fees due to the Company (including any remaining portion of accrued fees).
  10. If the Company reasonably determines that completing the liquidation of the assets managed under the Agreement or making a payout to the Client would materially affect the overall assets of the Company, adversely impact other clients, or subject the assets to undue risk due to extreme market volatility, the Company may postpone the liquidation or payout for the duration of such conditions. The Company shall promptly notify the Client of the reason for the delay and shall proceed with the liquidation or payout as soon as reasonably practicable once those conditions have abated.
  1. Disagreements between the Parties are resolved through negotiation.
  2. If the Parties are unable to settle the disagreement immediately on the spot, the complaint must be made in writing or by other agreed means.
  3. The complaint must refer to the facts and documents on the basis of which the complaint is made. If the Client refers in the complaint to a document that is not freely available to the Company, this document must be attached to the complaint.
  4. The Company reviews the complaint and notifies its decision at the agreed time and in the agreed manner (e.g., verbally, in writing).
  5. Legal disputes between the Parties are settled in the court of the Company’s location, unless the Parties have agreed otherwise or the law provides otherwise.
  6. The Company is not subject to supervision by the Czech National Bank.
  1. The Client Relationship between the Parties is governed by the laws of the Czech Republic, unless the Parties agree otherwise.
  2. The Agreement becomes valid and effective, and the Client Relationship begins, on the date when both Parties have signed the Agreement.
  3. The Agreement and any Annexes/Additional Agreements to the Agreement must be made in writing and become valid and effective on the date they are signed by both Parties.
  4. ​​If any provision of the Agreement becomes invalid, unenforceable, or unlawful, but would be valid and enforceable if a specific part of that provision were removed, such part shall be deemed deleted to the extent necessary to preserve the validity and enforceability of the Agreement, while retaining as much of the original economic intent as possible. In such a case, the Parties shall, within thirty (30) calendar days of a request by either Party, replace the invalid or unenforceable provision with a new provision that reflects, to the maximum permitted extent, the intent of the original provision.
  5. Each Party represents and warrants that it has entered into the Agreement voluntarily, with complete understanding of its terms and conditions. By executing the Agreement, each Party confirms that it has thoroughly reviewed and agrees to be bound by all provisions contained in the Agreement, including the General Conditions, the Service Conditions, and the Fee Schedule, as well as the Special Conditions (where applicable) accepted by the Client and other relevant Annexes/Additional Agreements.