TERMS AND CONDITIONS

of Matrix Leadership Development s.r.o.

ABOUT THE TERMS AND CONDITIONS

1.1. The platform Matrix Coaching, available at the website www.matrixcoaching.net (the “Platform”), through which the Provider facilitates Coaching Sessions between the Client, the User and the Coach, is managed and hosted by Matrix Leadership Development s.r.o., company incorporated under the laws of Czech Republic, company registration number: [to be provided], with registered office at [to be provided], entered in the Commercial Register kept by the Municipal Court in Prague under file no. C [to be provided] (the “Provider”).

1.2. These terms and conditions (the “Terms and Conditions”) constitute a legally binding agreement which regulates (i) rights and obligations of the users of the Platform, including the Users, the Coaches, the Clients, the Provider or third persons, and (ii) rights and obligations between the Provider and the Client to the extent not directly governed by the Contract.

1.3. Users, Coaches and Clients are obliged to familiarize themselves with these Terms and Conditions. By using the Platform, Users, Coaches and Clients acknowledge the current wording of the Terms and Conditions and they are obliged to comply with them.

1.4. These Terms and Conditions become valid and effective upon their publication and they are an integral part of the Contract concluded between the Provider and the Client. In the event of a conflict between the Contract and the Terms and Conditions, the Contract shall prevail.

DEFINITIONS

2.1. Unless stated otherwise in the Contract, the following terms have the following meanings in the Terms and Conditions:

“Act on Registration of Sales” – means the Act No. 112/2016 Coll., on Registration of Sales, adopted by the Parliament of the Czech Republic, as amended.
“Civil Code” – means the Act No. 89/2012 Coll., Civil Code, adopted by the Parliament of the Czech Republic, as amended.
“Civil Procedure Code” – means the Act No. 99/1963 Coll., Civil Procedure Code, adopted by the Parliament of the Czech Republic, as amended.
“Client” – means a natural person or a legal person with whom the Provider concludes the Contract or to whom the Provider sent or envisages to send the Offer.
“Coach” – means a life-coach who is certified under the Matrix Certification and who provides Coaching Sessions to the User.
“Coaching Session” – means a 30-minute coaching session facilitated by the Provider and provided by the Coach to the User.
“Contract” – means a Contract for provision of Services concluded in electronic form between the Provider and a Client according to Article 3.3 of the Terms and Conditions.
“Contracting Parties” or “Contracting Party” – means together the Provider and the Client and independently the Provider and the Client without stating a specific contracting party.
“Consumer” – means any person, who outside of scope of their business activity or outside of scope of independent performance of their profession enters into a contract.
“Entrepreneur” – means any person (natural person or legal person) who independently carries out a gainful activity, on their own behalf and responsibility in a business or similar manner with the intention of doing so systematically for the purpose of making a profit, and who concludes a Contract with the Provider as a Client. For the purposes of consumer protection, any person who concludes contracts related to their own business, production or similar activity or in the performance of their profession is also considered an entrepreneur, as well as a person who acts in the name or on behalf of the entrepreneur. For the purpose of the Contract and these Terms and Conditions, an entrepreneur means a person, who acts in accordance with the previous sentence within their business activity.
“Invoice” – means accounting document which must contain the invoice designation, business name/name, company registration number, VAT number, registered office of the Provider and the Client, signature of the Provider (if it is not an electronic invoice), bank connection designation, designation of financial institution, account number, date of Issue, designation of the subject of performance, invoiced amount and other requisite according to Section 435 of the Civil Code and tax document (VAT invoice) according to Act No. 563/1991 Coll., Accounting Act, adopted by the Parliament of the Czech Republic, as amended, and according to Act No. 235/2004 Coll., Act on value added tax, adopted by the Parliament of the Czech Republic, as amended.
“Offer” – means the email communication from the Provider to the Client containing the essential information for the conclusion of the Contract pursuant to Article 3.2 of the Terms and Conditions.
“Platform” – means the platform located at the website www.matrixcoaching.net, through which the Provider facilitates Coaching Sessions between the Client, the User and the Coach.
“Price” – means price for the Services requested by the Client and contracted in the individual Contract.
“Provider” – means Matrix Leadership Development s.r.o., company incorporated under the laws of Czech Republic, company registration number: [to be provided], with registered office at [to be provided], entered in the Commercial Register kept by the Municipal Court in Prague under file no. C [to be provided], and, if applicable, its successors.
“Purchase Confirmation” – means confirmation of the receipt of the payment ordered via the Contract pursuant to Article 3.3 of the Terms and Conditions.
“Services” – means Services provided by the Provider to the Client pursuant to Article 4.1 of the Terms and Conditions.
“User” – means a natural person using the Platform and/or to whom the coaching services are provided.
“User's Code” – means a unique code created by the Provider and made available to the Client for the purpose of booking a Coaching Session.
“VAT” – means value added tax under the Act No. 235/2004 Coll., on Value Added Tax, adopted by the Parliament of the Czech Republic, as amended.
“Withdrawal Form” – means a sample form of the withdrawal from the Contract by the Consumer.

CONCLUSION OF THE CONTRACT AND CONTRACT MODIFICATION

3.1. The Contracting Parties agree to the use of means of distance communication for the conclusion of the Contract. The costs incurred by the Client's use of means of distance communication in connection with conclusion of the Contract (e.g. cost of internet connection, costs of telephone calls, emails etc.) shall be borne by Client himself.

3.2. To order Services, the Client shall agree with the Provider on the proposed number of Coaching Sessions; subsequently, the Provider shall send an offer to the Client's email address (the “Offer”) containing at least the following information: Client's company name (or Client's name and surname in case the Client is a Consumer), Client's company registration number and VAT number (if applicable), Client's registered office (if applicable), number of Coaching Sessions, price for the proposed number of Coaching Sessions and expiration date of the Offer. Together with the Offer, the Provider shall send to the Client a copy of the current effective Terms and Conditions, and if the Client is a Consumer, also information provided to Consumers before conclusion of the Contract. If the Client states their company registration number, the Client is considered an Entrepreneur in the contractual relationship under the Contract and the rules set out in the Terms and Conditions for Entrepreneurs apply to them.

3.3. The Offer is accepted by the Client at the moment when the Price is credited to the Provider’s bank account in the amount and within the period specified in the Offer. By accepting the Offer by the Client, an individual Contract in the scope of the Offer is concluded between the Provider and the Client. The Provider shall confirm the acceptance of the Offer within one day after the payment of the Price, the by sending a confirmation of the receipt of the payment (the “Purchase Confirmation”), a receipt according to Act on Registration of Sales, an Invoice for the contracted Services and a Withdrawal Form to the Client's email address. Together with the Purchase Confirmation, the Provider shall send the contracted number of Users' Codes usable to book individual Coaching Sessions.

3.4. By accepting the Offer, the Client confirms that they have read the Terms and Conditions and, if applicable, information provided to Consumers before conclusion of a Contract, and that they expressly agree with these documents, as valid and effective at the time of the Offer.

3.5. When ordering Services, the Client is obliged to state all data correctly and truthfully. The Client is obliged to update the client data in the event of any change, without undue delay. The Provider considers all data provided by the Client to be correct and truth.

3.6. The Client agrees that the Terms and Conditions may be modified unilaterally by the Provider following the procedure below. The Provider shall send the proposed modified Terms and Conditions to the Client’s email address, with a rule that if the Client does not notify the Provider within fifteen days from the date of delivery of the proposed modified Terms and Conditions that they do not agree with the proposed modified Terms and Conditions, such an action of the Client is an expression of consent to the modified Terms and Conditions. The email is deemed to be delivered on the day of sending of the email by the sending party. In the event of the Client disagreement with proposed modified Terms and Conditions, the Client will not be affected by the modified Terms and Conditions until the expiration of the current Contract.

PROVISION OF SERVICES

4.1. By concluding the Contract, the Provider undertakes to provide the Client with the Services consisting in facilitating an agreed number of Coaching Sessions provided by a Coach to the User, and the Client undertakes to pay the Price stated in the Offer.

4.2. The Client shall be provided with the Services upon payment of the Price.

4.3. All presentation of Services displayed on the Platform is for information purposes only and the Provider is not obliged to enter into any agreement regarding these services. Provision of Section 1732 Paragraph 2 and Section 1733 of the Civil Code shall not apply.

4.4. The Client and the User acknowledge that the Platform may not be available continuously, especially, but not exclusively, with regard to the necessary maintenance of third-party hardware and software equipment of the Provider.

COACHING SESSIONS

5.1. The Client shall grant the User's Code to any person of their choice (the “User”). The Client is obliged to immediately notify the Provider of any misuse or suspected misuse of the User's Code.

5.2. Based on one User's Code, the User is entitled to book and be provided with one Coaching Session with the selected Coach on the selected date and time. The Provider does not guarantee the availability of all Coaches at a specific date and time when the User intends to use the Services, which the Client and the User take into account. The fact that the selected Coach is fully booked by other Users is not a reason for refund or extension of the expiration date of a User's Code.

5.3. When booking a Coaching Session at the booking system at the Platform, the User confirms that they have read the Terms and Conditions, and that they expressly agree with them, as valid and effective at the time of the booking of a Coaching Session.

5.4. To book a Coaching Session, the User shall enter the User's Code to the booking system at the Platform and reserve a specific time slot with the Coach selected by the User. The User shall fill-in at least the following information: name and surname of the User, and email address. To successfully book a Coaching Session, the User will be asked to verify the contact email.

5.5. All Coaching Session bookings are subject to availability. Coaching Sessions are opened for booking until 24 hours in advance of the scheduled start time of the Coaching Session.

5.6. The User may reschedule or cancel the booked Coaching Session using the booking system on the Platform:

(a) Rescheduling is available until 24 hours before the scheduled Coaching Session;

(b) Coaching Sessions cancelled within 24 hours of the start of the scheduled Coaching Session are fully chargeable and the User's Code shall be considered expired with no refund.

5.7. In isolated cases, the Coach may call off the booked Coaching Session; the User will be notified about the cancellation of the Coaching Session via email given for these purposes when booking the Coaching Session. In such a case, the User is entitled to an alternative Coaching Session using the User's Code used to book the cancelled Coaching Session.

5.8. In case of a late arrival of the User to the Coaching Session, the unused time shall not be compensated nor reimbursed.

5.9. If the Coaching Session does not take place due to technical issues on the side of the Coach, the User shall be compensated with an alternative Coaching Session.

5.10. If the Coaching Session does not take place due to technical issues on the side of the User, the Coaching Session shall not be compensated nor reimbursed, unless agreed otherwise with the Provider.

5.11. It is forbidden to take any photographs, screenshots or videos of the Coaching Sessions, unless given a prior written consent of the Provider and of the persons whose appearance and/or personal data is taken/enregistered.

PRICE AND PAYMENT CONDITIONS

6.1. Price of a Coaching Sessions shall be agreed between the Provided and the Client in the individual Contract base on the Offer.

6.2. The current price list for Coaching Sessions may or may not be displayed of the Platform. Prices of Coaching Sessions remain valid as long as they are displayed on the Platform. This provision does not limit the ability of the Contracting Parties to enter into a Contract under individually agreed Price.

6.3. If the Price is not credited to the Provider’s bank account correctly and on time, the Offer is cancelled and the Provider’s obligation to provide Services does not arise at all, unless agreed otherwise between the Contracting Parties. If the Price or part of it is credited to the Provider’s bank account after the deadline specified in the Offer, it will be returned to the bank account designated by the Client.

6.4. The unused Users' Codes shall expire within 3 months from the provision of the Users' Codes by the Provider, unless agreed otherwise between the Contracting Parties.

CONTRACT DURATION AND TERMINATION

7.1. The Contract is concluded for a definite period of time of 3 months.

7.2. The Contracting Parties have agreed that the Contract may be terminated prematurely only by the following means:

(a) by written agreement of the Contracting Parties (an email shall suffice); or

(b) by termination with stating the reason in the cases specified in Article 7.3 and Article 7.4 of the Terms and Conditions; or

7.3. The Provider is, except for other reasons stated in the Civil Code, entitled to unilaterally terminate the Contract prematurely, if the Client breaches the Contract in the sense of a material breach of the Contract; in such a case, the Client is not entitled to a refund for unused Users' Codes. The Contracting Parties have agreed that a material breach of the Contract by the Client means in particular, but not limited to, any of this following breaches of the Contract:

(a) the Client and/or the User causes damage to the Provider, either material damage or in the form of loss of profit, or in connection with liability to third party, and they will not rectify or compensate this damage to the Provider; the compensation of this damage within five days from the delivery of the Provider call for redress and remediation of damage and/or compensation payment of damage; and/or

(b) the Client or the User violates any obligation, arising from the Contract and/or Terms and Conditions, and they do not remedy such a breach immediately; and/or

(c) if the Client uses the provided Services in conflict with applicable law, good manners, principles of coaching and/or is otherwise capable of harming the Provider and/or if the Provider is reasonably suspected of such a conduct of the Client and/or the User.

7.4. The Client is, except for other reasons stated in the Civil Code, entitled to unilaterally terminate the Contract prematurely if the Provider does not allow proper genuine use of the Services. In such a case, the Provider shall refund the Client the proportionate part of the Price amounting to a price for the number of Coaching Sessions not realized using the Users' Codes to the bank account designated by the Client.

7.5. The Contracting Parties have agreed that the notice period for the termination with stating the reason is one day and begins to run from the first day following the day in which the notice of termination of the Contract was delivered to the other Contracting Party. The Contracting Parties may agree on a different notice period.

7.6. Client as a Consumer has, according to the Provision of Section 1829 Paragraph 1 in connection with the Provision of Section 1818 of the Civil Code, a right to withdraw from the Contract within fourteen days from the day following the day of conclusion of the Contract. The Provider shall send a sample Withdrawal Form to the Consumer together with the Purchase Confirmation according to Article 3.3 of the Terms and Conditions. The Withdrawal Form must be delivered to the Provider within the abovementioned period.

7.7. In the event of withdrawal from the Contract by a Consumer realized by the Client, the Provider shall offset the proportionate part of the Price amounting to a price for the number of Coaching Sessions realized using the Users' Codes; the unused Users' Codes shall be revoked. The Provider shall return any overpayment for unused Users' Codes to the bank account designated by the Client in the Withdrawal Form within fourteen days from the day following the day of delivery of the Withdrawal Form.

OTHER RIGHTS AND OBLIGATIONS OF THE CLIENT AND/OR OF THE USER

8.1. The Client and the User is obliged, to the extent applicable to them, in particular, but not exclusively:

(a) to adhere to the Contract, the Terms and Conditions, principles of coaching and principles of decent behaviour;

(b) to provide the Provider and/or the Coach with all necessary cooperation for the appropriate provision of Services;

(d) to refrain from any activities that would disrupt functioning of the provision of Services.

8.2. The Client acknowledges their responsibility for the selection of Users. The Client shall make certain that each User familiarized themselves with these Terms and Conditions and with principles of coaching. The Client acknowledges and agrees that they assume all responsibility for the behaviour of Users.

8.3. In the event that the Client considers that the Services were provided to them or to the User with defects, the Client shall notify the Provider immediately. The Provider shall review the complaint and notify the Client of the result within fifteen days from the date of submission of the complaint via email. If the Provider acknowledges that the complaint was justified, the Provider will offer the Client an alternative Coaching Session or a refund.

OTHER RIGHTS AND OBLIGATIONS OF THE PROVIDER AND/OR OF THE COACH

9.1. The Provider is obliged:

(a) to maintain the Platform in such a condition that it facilitates the provision of Services;

(b) to inform the Client and/or the User in a timely manner about changes of the Services provided;

9.2. The Provider is in particular, but not exclusively, entitled:

(a) to stop or suspend the provision of Services in accordance with the Contract and/or the Terms and Conditions;

(b) to change unilaterally the Terms and Conditions by the procedure according to Article 3.6 of the Terms and Conditions;

(c) to suspend User’s Codes in the event of (i) delay of any payment, (ii) failure to meet any commitment under the Contract and/or the Terms and Conditions, and/or (iii) any violation of the rules stated in the Terms and Conditions.

OTHER ARRANGEMENTS

10.1. The Client and the User expressly acknowledge and agree that to the extent permissible by law, the Provider does not bear any responsibility, in particular, but not exclusively for:

(a) act or omission of the third parties and/or legal events, that prevent or delay the provision of Services to the Client (e.g. electricity blackout, internet connection failure, etc.);

(b) damage and/or nonpecuniary damage caused by the spread of viruses, malware and other dangerous content;

(d) damage and/or nonpecuniary damage caused by the actions of Coaches;

(e) loss of revenue, business opportunities, profits, and other related losses arising from the acts or omissions of the Coach.

10.2. The Client undertakes to compensate all damage and nonpecuniary damage pursuant to the provision of Section 2894 and following of the Civil Code and/or in accordance with other relevant legal regulation, incurred by the Provider as a result of a breach of the Contract and/or of the Terms and Conditions.

10.3. The Contracting Parties agree that the termination of the Contract for any reason does not affect the amount and duration of:

(a) claims for damage and nonpecuniary damage caused by the breach of obligations established by the Contract and/or by the Terms and Conditions;

(b) claims for any overdue payments, including the payment of interest on late payments;

(c) agreements on the limitation of compensation of damage and nonpecuniary damage of the Provider pursuant to Article 10.1 of the Terms and Conditions.

10.4. Unless otherwise stated in the Contract and/or the Terms and Conditions, any claim, enforcement, transmission of communications, information, call etc. under the Contract must be made in writing and delivered via email, by mail and/or personally to the address of a relevant Contracting Party. A communication to the Provider shall be sent to the following address: [email protected]

INFORMATION PROTECTION AND PRETECTION OF PERSONAL DATA

11.1. The Contracting Parties have agreed that all information they have communicated in the framework of concluding and performing the Contract, as well as information forming its content and information that they will communicate or they otherwise result from performance of the Contract, will remain confidential at their will.

11.2. The Contracting Parties agree not to disclose information specified in Article 11.1 of the Terms and Conditions to anyone and to take such measures as to prevent its access to third parties, except for persons who have a statutory determined obligation of confidentiality and/or such an information becomes known publicly or accessible and/or if the Contract and/or the Terms and Conditions expressly state otherwise.

11.3. The Contracting Parties have agreed that the obligations listed in this Article 11 of the Terms and Conditions remain in force still after the termination of the Contract.

11.4. In order to fulfil the obligations under the Contract and the Terms and Conditions and to ensure the proper and timely provision of Services, the Provider may be obliged to process some personal data of the User and of the Client, as the case may be, and eventually other natural persons. Subjects of the personal data processing shall be informed of such processing of their personal data in accordance with the applicable law.

APPLICABLE LAW AND SETTLEMENT OF DISPUTES

12.1. All legal relationships established on the basis of the Contract are governed by the law of the Czech Republic, in particular, the relevant provisions of the Civil Code, unless they are excluded by the will of the Contracting Parties. In the event that the Client fulfils the attribute of an international element, the Contracting Parties have agreed that the applicable law is the law of the Czech Republic.

12.2. The Contracting Parties shall always attempt to settle any possible legal disputes arising from their legal relations by acting in good faith and shall attempt to avoid legal proceeding before the court.

12.3. According to the provision of Section 89a of the Civil Procedure Code, the Provider and the Client who is an Entrepreneur have agreed that the District Court for Prague 1 (eventually the Municipal Court in Prague, in accordance with the provision of Section 9, Paragraph 2 of Civil Procedure Code) shall have jurisdiction as a court of first instance to resolve all relations arising from the Contract, in connection with and/or in the consequences of the Contract. This provision of Article 12.3 of the Terms and Conditions does not apply to the Client who is a Consumer.

FINAL PROVISIONS

13.1. The Contract and the Terms and Conditions constitute a complete agreement of the Contracting Parties regarding its subject and replace any and all previous verbal and/or written contracts, agreements, promises, web presentations and/or agreements between Contracting Parties concerning the subject of the Contract. The Contracting Parties agree that the Contract is not interdependent on other Contracts that have been concluded together with the Contract or will be concluded between the Contracting Parties in the future. The Client further hereby declares and acknowledges that they have not relied on any data, guarantees, motives or promises made by the Provider other than incorporated in the Contract and the Terms and Conditions.

13.2. Any change to the Contract or its modification can only be made by written agreement between the Contracting Parties (in particular email communication), unless the Contract and/or the Terms and Conditions stipulate otherwise.

13.3. The Provider and the Client, who is an Entrepreneur, have agreed within the meaning of the provisions of Section 558 Paragraph 2 of the Civil Code that their legal transaction according to the Contract does not take into account commercial practices maintained in general or in the sector and that these commercial practices do not have priority in their legal relations over the mandatory provisions of the Civil Code. This provision of the Terms and Conditions does not apply to the Client who is a Consumer.

13.4. The Client, who is an Entrepreneur, declares that they assume according to the provision of Section 1765 Paragraph 2 of the Civil Code the risk of a change of circumstances specified under the provision of Section 1765 Paragraph 1 of the Civil Code, i.e. that any change in circumstances does not create the right and it will not create the right to assert any related claims or even terminate the Contract, in particular, the right to withdraw from the Contract in a manner other than expressly stated in the Contract or otherwise terminate the Contract. The Contracting Parties expressly exclude the application of the provision of Section 1765 Paragraph 1 and Section 1766 of the Civil Code. The Contracting Parties hereby expressly agree and confirm that for purposes of the Contract, the following provisions of Civil Code shall not apply: Section 1793 et seq. (disproportionate reduction), Section 2004 (repeal of the undertaking ex tunc), and any provisions of the legal provisions that are effectively excluded by the Contracting Parties contained in the Contract. This provision of the Terms and Conditions does not apply to the Client who is a Consumer.

13.5. The Provider and the Client, who is an Entrepreneur, within the meaning of the Provision of Section 558 Paragraph 2 of the Civil Code have agreed that the provision of Section 1798 of the Civil Code (unilateral determination of basic conditions) will not apply in their legal transaction according to the Contract. This provision of the Terms and Conditions does not apply to the Client who is a Consumer.

13.6. The Contracting Parties agree that without the express prior written consent of the Provider, the Client is not entitled to offset any of their receivables against a receivable of the Provider arising from the Contract and/or other contract concluded by the Contracting Parties in connection with and/or in consequences of the Contract in the future.

13.7. If any provision of the Contract or the Terms and Conditions becomes invalid, ineffective, and/or unenforceable, the validity, the effectiveness and/or enforceability of other provisions of the Contract or the Terms and Conditions remains unaffected. In this case the invalid, ineffective and unenforceable provision shall be replaced by a provision which, by its purpose and nature, is closest to the invalid, ineffective and unenforceable provision of the Contract or the Terms and Conditions.

13.8. The representatives of the Contracting Parties declare that the conclusion of the Contract and assumption of obligations and debts arising from the Contract is in accordance with internal regulations of the represented Contracting Party governing their establishment and activity and it has been approved by authorized bodies and persons.

13.9. The provisions of the Contract and of the Terms and Conditions are also binding on all legal successors of the Contractual Parties.

13.10. The concluded Contract is archived by the Provider for at least five years from its termination, but no longer than for the period according to the relevant legal regulations and for the purpose of its successful fulfilment and it is not accessible to third, not participating parties.

13.11. The Terms and Conditions are applicable from 1.11.2022.