TERMS AND CONDITIONS OF THE CICERO SYSTEM

PART ONE BASIC PROVISIONS

Article I. DEFINITIONS

1.1 For the purposes of contractual relations concluded through the Cicero System, the following terms are used:

1. Supplier is a natural or legal person who is a manufacturer and seller of goods and services (referred as “Supplier”). Supplier is a person who is authorized to offer and supply goods to Customers for their business activities. The Supplier is a user of the Cicero System through a Supplier Account.

2. Supplier Account is a User account established for the Supplier based on its registration to the Cicero System and conclusion of a contract with the Operator.

3. The Purchase Agreement is a contract concluded between the Supplier and the Customer where the subject matter is the sale and purchase of Goods (referred as the “Purchase Agreement”). The Purchase Agreement is governed by the Supplier’s Terms and Conditions. The Purchase Agreement is concluded by the Supplier’s confirmation of the Customer’s order, which will be displayed in the Cicero System after the Customer’s order has been placed in the order register.

4. The CS Terms and Conditions are the general terms and conditions of the Operator, which govern the legal relations between the Operator and the Users when facilitating the purchase and sale of Goods and providing Additional Services through the Cicero System (referred as the “CS Terms and Conditions”). The legal relations between the Supplier and the Customer when concluding a Purchase Agreement through the Cicero System, the subject of which is the purchase and sale of Goods, are always governed by the general terms and conditions of the specific Supplier (referred as the “Supplier Terms and Conditions”). CS Terms and Conditions are made available in the Cicero System to registered Users.

5. The Entrepreneur is a natural or legal person who is registered in the Cicero System for the purpose of using the Services, who acts within the scope of their business activity or within the scope of their independent exercise of his/her profession (referred as the “Entrepreneur”).

6. The Operator of the automated system Cicero is the company Cicero Application s.r.o, with its registered office in Hradec Králové, V Kopečku 76/10, 500 03, ID number: 14257106, registered in the Commercial Register at the Regional Court in Hradec Králové, Section C, Insert No. 49084 (referred as the “Operator”), as the person operating and managing the website www.ciceroapplications.com and the CICERO mobile application, through which users can order goods and services from various suppliers under the terms and conditions set out in these CS Terms and Conditions.

7. The Agreement is a contract for the use of the Cicero System concluded between the Operator as the operator of the Cicero System and a specific natural or legal person as a User of the Cicero System, which includes the CS Terms and Conditions (referred as the “Agreement”).

8. The Consumer is any person who, outside the scope of his business activity or outside the scope of the independent exercise of his profession, concludes a contract with an entrepreneur or otherwise deals with him. Thus, a Consumer is any natural person who, as a User of the Cicero System, acts for a purpose that cannot be considered their trade, business, craft or profession (referred as the “Consumer”).

9. Cicero System –⁠ means the website www.ciceroapplications.com and the CICERO mobile application for IOS and Android (referred as the “Cicero System”).

10. The User is a natural or legal person who is registered in the Cicero System for the purpose of providing or using services through the Cicero System (referred as the “User”). A User is the Supplier, the Customer or any other person who is registered in the Cicero System.

11. The Customer is a natural or legal person who acts within the scope of his/her business activity and practices the medical profession of a doctor, dentist or pharmacist or non-medical health professions (referred as the “Customer”). The Customer is always a self-employed person who enters into contracts through the Cicero System in the course of his/her business. The Customer is a registered user of the Cicero System through a Customer Account.

12. The Customer Account is a User account established for the Customer based on their registration in the Cicero System.

13. Basic services are services intended for Customers, which the Customer as a user is entitled to use within the Cicero System free of charge. These are the use of the Purchasing Portal for the purchase of Goods from registered Suppliers, the section Organization and Practice Management and services in the form of support (so-called help desk). In addition, other services are services for Customers and other Users, which are charged by the Operator. These are in particular additional services for practice management, the use of the Market place section as an advertising portal and the use of the Education section as a portal for education etc. (referred as the “Additional Services”).

14. Goods are products intended for the treatment of patients or for the material and technical support of the performance of health care used in a health care facility and intended for Customers to perform their business activities, in particular medical supplies, medical supplies and aids as well as medicinal products, pharmaceuticals, hygienic aids etc. Goods are individually marked and specified by the Supplier by entering them into the Cicero System. Specific medical supplies and materials intended only for a limited number of customers may also be the subject of a tender.

Article II. SUBJECT MATTER OF THE AGREEMENT

2.1. The Cicero system is an electronic information system that enables Users, and in particular Customers as professional entities in the field of health care, to keep administrative records relating to the performance of their professional activities, to purchase medical supplies and materials for these activities and to have access to offers and contributions or services of other Users relating to the performance of professional activities.

2.2. The subject of the Agreement is the User’s access to the Cicero System and the possibility of using the services provided to its Users through the Cicero System. The scope of the service offer is determined by the nature of the User.

2.3. The Cicero system includes:

(i) Shopping portal for purchasing Goods from registered Suppliers
(ii) Organization and management of practice
(iii) Additional services for practice management
(iv) Market place – advertising of offers through the Cicero System among Users
(v) Education – portal with contributions of Users with educational content
(vi) Documents

2.4. The Purchasing Portal is a portal for the purchase of Goods by Customers from registered Suppliers, which contains a range of medical supplies and medical equipment and a record of orders and their status.

2.5. Organization and management of the practice – includes administrative records and databases relating to the professional activities of Customers as users who are entrepreneurs, which are accessible only to the individual Customer. This includes the Customer’s employee records, the Customer’s inventory records, the Customer’s document organization, the Customer’s patient records and their medical records.

2.6. Additional services for practice management – these are mainly support services for customers, such as services including storage, backup and security of data according to specific requirements, analysis of customer data and creation of statistics, data processing according to specific requirements.

2.7. Market place – includes advertising services through the Cicero System among Users, including the offer or demand for jobs, the offer to buy or sell used equipment of Users, the offer or demand to sell a practice.

2.8. Education – includes a portal of User contributions and offers to participate in activities with educational and training content including instructional videos of Users, descriptions of User workflows, offers to participate in professional activities, samples of legal documents, etc.

2.9. Documents – includes the space for storing the User’s documents according to their needs, including documents made available to the User in other sections (Education, Patterns) after payment of the fee, making them available in the Cicero System and downloading the document by the User.

Article III. CS TERMS AND CONDITIONS

3.1. These CS Terms and Conditions form an integral part of any Agreement concluded through the Cicero System between the Operator and the User. The provisions of these CS Terms and Conditions shall apply to the legal relationship between the Operator and the User, unless the individual Agreement concluded between them expressly provides otherwise or unless the application of certain provisions of these CS Terms and Conditions is expressly excluded.

3.2. By registering to the Cicero System, the User agrees to the CS Terms and Conditions and expressly agrees to their wording in their entirety. These CS Terms and Conditions apply to the relationship between the Operator and the Users when using the Cicero System, arranging the purchase of Goods by Customers from registered Suppliers and using the services provided to Customers or other Users through the Cicero System.

3.3. Acceptance of the CS Terms and Conditions is necessary for the use of the Services by any User through the Cicero System.

3.4. The Operator is entitled to unilaterally change the CS Terms and Conditions at any time without the User’s consent. The current CS Terms and Conditions will be available in the Cicero System and each registered User is obliged to read and acknowledge them. Updating the CS Terms and Conditions in the Cicero System shall be deemed a notification of a change to the CS Terms and Conditions to the User. The CS Terms and Conditions are always valid and effective in the version that is published and available in the Cicero System. This provision shall not affect the rights and obligations of the User during the period of effectiveness of the previous version of the CS Terms and Conditions.

3.5. Users will be notified of a change of the CS Terms and Conditions at least fifteen (15) days in advance. Users shall also be notified of the updated version when they log in to the Cicero System. The User is entitled to reject the changes to the CS Terms and Conditions by cancelling the User’s registration in the Cicero System. If the User does not cancel their registration within 15 days from the date of the notification of the relevant change to the CS Terms and Conditions, the User shall be deemed to have accepted the changes. Any User’s transaction in the Cicero System is considered as an acceptance of the updated CS Terms and Conditions. Information about the changes made to the relevant CS Terms and Conditions will be provided when the User logs into his account (Customer Account or Supplier Account).

PART TWO USE OF THE CICERO SYSTEM

Article IV. CICERO SYSTEM REGISTRATION

4.1. The User must register to be able to access and the Cicero System and use of the Cicero System services. Registration to the Cicero System is free of charge. Access to the Cicero System by registered Users is free of charge.

4.2. The Agreement is concluded on the basis of the User’s registration and the User’s express acceptance of the CS Terms and Conditions by creating a User account.

4.3. A user who is a natural person is obliged to fill in the following identification and login data when registering: first and last name, permanent address, date of birth, email address, contact telephone, username and password. Data verification by the Operator is not carried out, except in further specified situations. The User is entitled to modify or correct the data and to update them via the User account.

4.4. A User, who is a legal entity, is obliged to enter the following identification and login data when registering: the name of the legal entity, registered office, identification number (IN), tax identification number (TIN), name and surname of the person authorized to act for the legal entity, email address, contact telephone, username and password.

4.5. A user who is a natural person –⁠ Entrepreneur, is obliged to fill in the following identification data and login data during registration: name and surname, address of the place of business, identification number (IN), tax identification number (TIN), if assigned, e-mail address, contact phone, username and password.

4.6. When registering the User according to paragraph 4.4 and paragraph 4.5 of the CS Terms and Conditions, the Operator verifies only the existence of the entity’s record in the administrative register of economic entities maintained by the Ministry of Finance of the Czech Republic (https://www. info.mfcr.cz/ares/ares.html.cz).

4.7. The Operator reserves the right to require verification of the User by delivering a scanned identification document, ID card, travel document (passport), residence permit or by making a verification payment through the User’s bank account.

4.8. The registration is authorized exclusively by the User, or by a person authorized to do so, or by a person authorized to act on behalf of a legal entity.

4.9. The User is obliged to inform the Operator of any change in any data as soon as the change occurs, by changing the data in the User’s account.

4.10. Any manipulation, misuse or interference with another User’s account is prohibited. Such conduct, in particular the use of another User’s account, is grounds for cancellation of contracts negotiated through another User’s account.

4.11. After termination of the Agreement, the User is entitled to remove their identification data from the Cicero System and to request the removal of the data from the Operator’s database, unless the Operator has a legal reason for retaining such data.

4.12. In the event that the User is unable to enter the correct password when logging into the Cicero System (loss of password), the User is entitled to request the Operator to send them a new password to the Cicero System. The Operator reserves the right to require proof of the User’s identity by sending a scanned identification document of the User via the email address entered in the registration of the User’s account.

4.13. In the event of a reasonable suspicion that the User may use their User’s account to commit an illegal act or violation of the CS Terms and Conditions, damaging the rights of the Operator or other Users, the Operator is entitled to block and disable the User’s account (permanently or temporarily) or withdraw from the Agreement with the User.

ARTICLE V. ACCESS TO CICERO SYSTEM SECTIONS

5.1 The basic services of the Cicero System are considered to be the services available in the sections Purchasing Portal and Practice (referred as the “Basic Services”). The Basic Services are directly related to the performance of professional activities in the field of health care services, with a particular focus on dentistry and dental care (referred as the “Professional Services”). These sections in the Cicero System are intended exclusively for Entrepreneurs, in particular for natural or legal persons acting herein in the course of their business activities or the exercise of the medical profession of a doctor, dentist or pharmacist or a non-medical health profession or other related activities as an Entrepreneur.

5.2 Basic services are available in the Cicero System only to Customers or Entrepreneurs, while other Users do not see the these services.

5.3 Other services of the Cicero System are considered to be services in the Purchasing Portal and Education sections. These sections are intended for Users with any relationship to the provision of Professional Services. These sections are available to all registered Users. Users may use these sections to place their offers and/or posts whose content is related to the performance of Professional Services. Users are obliged to respect this purpose and focus on the performance of the Expert Services and not to post other offers or contributions.

ARTICLE VI. DURATION AND TERMINATION OF THE AGREEMENT

6.1. The Service Agreement of Cicero System is concluded for an indefinite period of time.

6.2. The User, who is a Consumer, is entitled to withdraw from the Agreement without giving any reasons within 14 days from the conclusion of the Agreement. To withdraw from the Agreement, the User may use this contact form. In order to meet the 14-day deadline, it is sufficient to sent the withdrawal before the expiry of the deadline. If the service provided by the Cicero System is made available to the User on the basis of the User’s express consent before the expiry of the withdrawal period, the User shall lose the right to withdraw from the Agreement and shall be expressly informed thereof.

6.3. The Consumer may not withdraw from a contract for the supply of digital content if it has not been supplied on a tangible medium and has been supplied with the Consumer’s prior express consent before the expiry of the withdrawal period (14 days) and the Consumer has been informed before the conclusion of the contract that in this case he has no right of withdrawal.

6.4. The User has the right to terminate the Agreement without giving any reason. The notice period is 14 days and starts on the day following the delivery of the notice to the Operator. The shortest period for which the Agreement binds the User and the Operator is 14 days. The termination notice must be given in writing and sent electronically to the Operator at the email address indicated by the Operator in the Cicero System in the contact details. This step does not relieve the User of the obligation to fulfill its obligations to other Users or the Operator. During the notice period, the User is only entitled to take actions aimed at completing the transactions already carried out.

6.5. The Operator has the right to terminate the Agreement without giving any reason. The notice period is 14 days and starts on the first day following the delivery of the notice to the User. This does not relieve the Operator of its obligation to fulfil its obligations towards the User.

6.6. The Operator and the User are entitled to withdraw from the Agreement for material breach of contract by the other party according to the provisions of Section 2002 of Act No. 89/2012 Coll., the Civil Code as amended (referred as the “Civil Code”). Withdrawal is effective upon delivery of a message by electronic mail to the electronic address notified by the other party. The User shall be delivered to the electronic mail address provided by the User in the registration form. The Operator shall be served at the electronic mail address provided by the Operator in the Cicero System in the contact details.

PART THREE RIGHTS AND OBLIGATIONS OF THE CONTRACTING PARTIES

Article VII. RIGHTS AND OBLIGATIONS OF THE OPERATOR

7.1. The Operator reserves the right to check the User upon registration or at any time during the contractual relationship with the Operator whether the User is an Entrepreneur and whether the User is properly identified.

7.2. The Operator reserves the right to check the Customer upon registration or at any time during the contractual relationship with the Operator, whether the Customer meets the conditions for using the Cicero System, in particular whether the Customer is registered to practice the medical profession of a doctor, dentist or pharmacist or other non-medical medical profession. The Supplier is responsible for the Customer’s control in connection with the supply of the Goods.

7.3. The Operator reserves the right to exclude any User from using the Cicero System. The User shall be excluded from the Cicero System, in particular in the case of providing false data during registration, violation of the User’s obligations when using the Cicero System services, delay in payment for the Goods, etc. The Customer will be excluded from the Cicero System in the event of failure to comply with the conditions set for the Customer. The User shall not be entitled to damages or other benefits in the event of his/her exclusion from the Cicero System.

7.4. The Operator reserves the right to review the Supplier to verify the identification upon registration. The Operator reserves the right to exclude the Supplier from using the Cicero System and not to allow access to the System. The Supplier will be excluded in case of breach of the Supplier’s obligations in the delivery of Goods, in particular in case of repeated breach of the obligation to deliver the ordered Goods properly and on time, in case of failure to resolve complaints by Customers, delivery of Goods in violation of the law, in case of breach of the obligation to control the Customers’ authorization to purchase Goods with limited sales, or in case of breach of other obligations of the Supplier.

7.5. The Operator is not responsible for the information, content, description, features or price of the Goods entered by the Supplier into the Cicero System. The Operator shall not be liable for the quality of the Goods, the quantity of the Goods or for the proper and timely delivery of the Goods under the Purchase Agreement to the Customer. All claims for Goods shall be made directly against the Supplier. The Operator is not a party to the Purchase Agreement and therefore shall not be liable for any obligations under the Purchase Agreement.

7.6. The Operator is not responsible for the accuracy of data entered into the Cicero System by any User. The Operator is not responsible and shall not be liable for the content of the offer of Goods or the content of the services offered, which is entered into the Cicero System by any User. The Operator is not responsible for the content of files uploaded by Users, i.e. for the content of educational materials, instructional videos, advertisements, sample documents, workflow descriptions or other contributions of Users.

7.7. The Operator does not retain or store any documents about the Goods or Services provided, nor documents relating to the Goods or the mediated trade for the User, Supplier or Customer. Each User shall protect its own interests.

7.8. The Operator is not responsible for the content of individual trades executed within the Cicero System. The Operator is not authorized to control or collect data on these trades, except for the collection of data for market research purposes.

7.9. The Operator does not guarantee unlimited access to the www.ciceroapplications.com website and/or the CICERO mobile application or the unlimited operation of the Cicero System. In the event of a technical failure or any failure of the Cicero System or force majeure, the Operator is not responsible for the impossibility of access to the Cicero System by the User or for the impossibility of making a purchase or sale of Goods or concluding a Purchase Agreement or for the impossibility of providing the offered Service.

7.10. The Operator does not guarantee the safety and security of the www.ciceroapplications.com website and/or the CICERO mobile application. The Operator shall not be liable to the User for damages arising from the use of the Cicero System, including damages arising from downloading content from the www.ciceroapplications.com website and/or the CICERO mobile application, damages arising from interruptions or malfunctions of the www.ciceroapplications.com website and/or the CICERO mobile application, damages caused by viruses or in connection with the loss of User data.

7.11. The Operator shall not be liable for damages resulting from interference by other persons with the www.ciceroapplications.com website and/or the CICERO mobile application or from use of the Cicero System contrary to its intended use.

7.12. The Operator shall be entitled to monitor the content of the www.ciceroapplications.com website and/or the CICERO mobile application at all times and at any time, and to use any services of other persons for this purpose.

7.13. The Operator backs up the contents of the Cicero System.

7.14. The Operator is entitled to remove the content of the Goods offer or the content of the posts uploaded by the User to the Cicero System or block it at any time. In such case, the Operator shall notify the User without undue delay that the content has been blocked or removed and the reason. This procedure will be implemented by the Operator in the event of a violation of the rules of the Cicero System by the User or in the event of defective content or any questionable content. In particular, the Operator is entitled to take such action in case of violation of legal regulations by the User or in case of suspected violation of legal regulations, as well as in case of violation of the rules of commercial intercourse, in case of immoral content or in case of conduct or actions contrary to the rules of decency. The Operator is always entitled to assess the content made available by the User individually and to draw the appropriate consequence, including blocking or removing the content uploaded by the User.

7.15. The Operator has the right to control the user account, i.e. the Customer Account and the Supplier Account, in particular for the purpose of order management.

7.16. The Operator is not bound by any codes of conduct in relation to the User.

7.17. The Operator will process all requests, complaints and comments as quickly as possible. The User may contact the Operator via the contacts listed in the Cicero System.

Article VIII. RIGHTS AND OBLIGATIONS OF THE USER

8.1. An internet connection is required to access the Cicero System.

8.2. The User is responsible for ensuring that the computer or mobile device and network connection are functional.

8.3. User’s access to the Cicero System may be temporarily limited or suspended during scheduled downtime for upgrades and maintenance, due to technical failure, internet outage, force majeure, governmental action, denial of service or attack on the service, upon detection of malware or malicious activity within a User’s account, or in the event of a violation of the Terms by User.

8.4. Upon registration and acceptance of the CS Terms and Conditions, the Operator will allow the User to access the Cicero System. Access to the Cicero System is provided through a secure web interface and the creation of a User profile (referred as the “User Account”).

8.5. The User can access their user account by registering. The User is obliged to provide only correct and truthful information when registering. The User is obliged to update the information provided in the user account upon any change.

8.6. The User is not entitled to use the User accounts of other Users. The User agrees to use the Cicero System only for his/her own use and not to use the Cicero System or any part thereof for any other commercial purposes.

8.7. The User is obliged to secure access to the Cicero System using the access data, including the password. The User is obliged to ensure the security of the access data to the Cicero System and not to disclose it to any other person.

8.8. The User is entitled to provide separate secure access to the Cicero System to its employees registered to the Cicero System within its access to the Cicero System. The User is responsible for compliance with all User obligations by persons to whom it grants access to the Cicero System through its Customer or Supplier Account.

8.9. The use of the Basic Services of the Cicero System by the User is free of charge.

8.10. The User or Customer shall pay the price of the Goods ordered by them to the Supplier of the Goods. In the case of the offer of Additional Services, the User will always be notified of the service fee in advance in the offer and also when ordering these services.

8.11. The User is entitled to terminate the use of the services through the Cicero System at any time, cancel their account in the Cicero System or request the termination of the User’s account of the Operator. Users whose registration has been cancelled by the Operator cannot trade through the Cicero System.

Article IX. RIGHTS AND OBLIGATIONS OF THE CUSTOMER

9.1. Upon registration and acceptance of the CS Terms and Conditions, the Operator will allow the Customer access to the Cicero System. Access to the Cicero System is provided through a secure web interface and the establishment of the Customer user profile (referred as the “Customer Account”), which is intended exclusively for entrepreneurs and entities acting in the course of business or independent practice of a profession.

9.2. The Customer shall place orders for Goods through the Cicero System based on the selection of Goods. The Customer shall pay the purchase price for Goods ordered through the Cicero System to the Supplier in the amount set by the Supplier in the Cicero System at the time of the Customer’s order. The Customer shall pay the purchase price of the Goods to the Supplier in accordance with the payment details provided by the Supplier at the time of order confirmation. The delivery and payment terms applicable to the purchase and sale of Goods through the Cicero System shall be determined by the Supplier. The Supplier’s terms and conditions are made available to the Customer via the Cicero System.

9.3. An order for Goods cannot be cancelled or revoked after the Supplier has confirmed the Customer’s order via the Cicero System. If the Customer wishes to cancel or amend the Goods Order after confirmation, the Customer must contact the Supplier and proceed in accordance with the Supplier’s Terms and Conditions or as agreed with the Supplier.

9.4. The Customer’s order for Additional Services cannot be revoked or cancelled after payment of the price of the Service, provided that the content of the Service is made available immediately after verification of payment of the price.

9.5. The Customer agrees to the use of remote means of communication when concluding the Purchase Agreement or when arranging the provision of a service. Costs incurred by the Customer when using remote means of communication in connection with the conclusion of the Purchase Agreement or the provision of the Service (internet connection costs, telephone call costs and other similar costs) shall be borne by the Customer.

9.6. The Customer is entitled to provide separate secure access to the Cicero System to its employees registered to the Cicero System as part of its access to the Cicero System. The Customer is responsible for compliance with all user obligations by those whom it allows to access the Cicero System through its Customer Account.

9.7. The Customer is obliged to comply with applicable laws and regulations when using the Cicero System.

9.8. The Customer shall be liable for any damage caused to the Operator or a third party as a result of unauthorized use of the Cicero System.

9.9. The Customer shall assert rights from defective performance and warranty directly against the Supplier of the Goods or the provider of the Additional Service.

Article X. RIGHTS AND OBLIGATIONS OF THE SUPPLIER

10.1. Upon the conclusion of the Service Agreement, acceptance of the CS Terms and Conditions and registration, the Operator shall allow the Supplier access to the Cicero System. The Supplier’s access to the Cicero System is implemented through a secure editing interface and the establishment of a user profile of the Supplier (referred as the “Supplier Account”).

10.2. The Supplier is entitled to use the Supplier Account on the basis of registration in the Cicero System. The Supplier is not entitled to use User accounts of other suppliers. The Supplier agrees to use the Cicero System for its own use only and not to use the Cicero System or any part thereof for any commercial purpose other than that for which it is intended by the Operator.

10.3. The Supplier is obliged to enter all data relating to the Goods into the Cicero System in connection with the use of the Cicero System. The Supplier is obliged to provide correct and complete information about the Goods, in particular their description and specification, composition, quality, available quantity, price, VAT rate and amount or estimated delivery time. The Supplier shall make such information available to Customers through the Cicero System. The Supplier is fully responsible for the timeliness and accuracy of any data they enter into the Cicero System. In the event of a breach of this obligation, the Supplier shall be obliged to satisfy all legitimate claims of the Customers asserted on account of the Supplier’s breach of obligation, even if asserted against the Operator.

10.4. The Supplier is obliged to inform the Customer about the availability and estimated delivery time of the Goods and other delivery conditions for individual Goods and in aggregate before the conclusion of the Purchase Agreement. The Supplier shall make the Supplier’s delivery terms available to Customers via the Cicero System. The Supplier shall be liable for any damages incurred by the Customer as a result of a breach of the Supplier’s obligation, in particular in case of delay in delivery of the Goods. The Supplier is obliged to satisfy all legitimate claims of the Customer made due to the breach of the Supplier’s obligation, even if they are made against the Operator.

10.5. The price of the Goods offered by the Supplier through the Cicero System shall be set by the Supplier. The Supplier is obliged to store for these purposes in the Cicero System the price list of the Goods offered by it. The Supplier further undertakes to always indicate the current price of the Goods, excluding and including VAT, in connection with the use of the Cicero System.

10.6. The Supplier is obliged to respond to the Customer’s Order immediately upon receipt of a report of the Customer’s received Order, but no later than 48 (forty-eight) hours from the receipt of the Order, by confirming or rejecting it.

10.7. Upon conclusion of the Purchase Agreement with the Customer, the Supplier is obliged to issue a tax document for the Customer with all the details stipulated by law.

10.8. The rights from defective performance and warranty shall be asserted by the Customer directly against the Supplier. The Supplier is obliged to accept, address and resolve claims for Goods supplied by it directly with the Customer within the time limits set by law. The Supplier shall be liable for any damage incurred by the Customer in connection with the Supplier’s breach of its obligations, in particular to deliver the Goods ordered through the Cicero System in a proper and timely manner.

10.9. The Supplier is obliged to ensure compliance with all obligations arising from the legal regulations relating to the offered Goods, including registration with the State Institute for Drug Control and to ensure that the Goods and their sale comply with the legal regulations of the Czech Republic and international regulations applicable to the sale of the Goods.

10.10. The Supplier is obliged to ensure compliance with all obligations arising from consumer protection legislation, in particular pursuant to the Civil Code and Act No. 634/1992 Coll., on Consumer Protection, as amended (referred as the “Consumer Protection Act”), if a transaction with another User as a buyer who has the status of a Consumer is carried out through the Cicero System.

PART FIVE PURCHASING PORTAL

Article X. USE OF THE SHOPPING PORTAL

11.1. The Purchasing Portal section is intended for the purchase of Goods by Customers from registered Suppliers, which contains a range of medical supplies and medical equipment and a record of orders and their status.

11.2. The Purchasing Portal section in the Cicero System is only accessible to Customers as professional entities. This section is intended for Customers as users who are entrepreneurs in the field of providing medical services, with a particular focus on dentistry and dental care. The purchase and sale of Goods between registered Customers and registered Suppliers is a business-to-business transaction when the contractual relationship is mediated through the Cicero System.

11.3. Delivery and payment terms relating to the purchase and sale of Goods through the Cicero System shall be determined by the Supplier.

11.4. Legal relations between the Supplier and the Customer when concluding a Purchase Agreement through the Cicero System, the subject of which is the purchase and sale of Goods, are governed by the general terms and conditions of the specific Supplier. The Supplier is obliged to acquaint the Customer with the Supplier’s General Terms and Conditions before confirming the Order. The Supplier’s Terms and Conditions are made available to the Customer via the Cicero System.

11.5. Data on the order status and order records of an individual Customer are accessible only to that individual Customer and are not accessible to other Users.

Article XII. PURCHASE AND SALE OF GOODS FROM REGISTERED SUPPLIERS

12.1. Through the Cicero System it is possible to conclude a Purchase Agreement between the Customer and the Supplier, the subject of which is the sale of Goods, i.e. goods intended for the provision of medical services by professional entities, with a particular focus on dentistry and dental care.

12.2. The sale of Goods is made through the Customer’s Customer Account, through which individual or bulk orders of Goods can be made.

12.3. The Operator does not set parameters determining the order in relation to the Goods. The Customer is entitled to set the parameters determining the order of the Goods offered in his Customer Account from the optional menu of parameters (price, supplier, availability etc.).

12.4. The Customer places an order by selecting the Goods from the offer and entering the quantity of Goods and then sending the order. The Goods ordered are listed in the Customer’s Customer Account (referred as the “Order”). Before sending the Order, the Customer has the opportunity to check the data in the Order and change the data entered in the Order, including returning to the data entered and correcting it before sending the Order.

12.5. Through the Cicero System, a message is sent to the Supplier about the receipt of the Order from the Customer (with data: goods, quantity, price). The Supplier confirms the Order via the Cicero System or rejects the Order, or partially confirms or partially rejects the Order, within 48 hours of receipt of the Order.

12.6. The Customer’s Customer Account will indicate the contents of the Order, the Supplier’s acceptance of the Order or the Supplier’s rejection of the Order.

12.7. The Customer’s Order is an offer to enter into a contract with the Supplier and the Customer hereby expresses its willingness to be bound by the Proposed Purchase Agreement if the offer is accepted by the Supplier. The conclusion of the Purchase Agreement takes place when the Customer’s Order is confirmed by the Supplier and the confirmation of the Order is indicated in the Cicero System in the Customer’s Customer Account.

12.8. The Customer shall not be entitled to cancel or change his/her Order via the Cicero System until the Order confirmation is received. A confirmed Order cannot be cancelled except in accordance with the Supplier’s Terms and Conditions.

12.9. The Customer’s Order shall not be legally binding on the Supplier and the Customer shall have no right to confirm its Order in the event of exhaustion of the capacity of the Goods offered or loss of the Supplier’s ability to perform.

12.10. The Supplier is obliged to pay the Operator a commission on each concluded Purchase Agreement with the Customer. The amount of the commission is agreed in a separate contract.

PART SIX ORGANIZATION AND MANAGEMENT OF THE PRACTICE

Article XIII. SECTION ON ORGANIZATION AND PRACTICE MANAGEMENT

13.1. The section Practice Organization and Management (referred as the “Practice”) includes administrative records and databases relating to the professional activities of Customers as users who are entrepreneurs in the field of provision of medical services, focusing mainly on dentistry and dental care.

13.2. The Practice section in the Cicero System is only accessible to Customers as professional entities to perform their professional activities. This section is intended for Users who are entrepreneurs in the field of providing health services, focusing mainly on dentistry and dental care.

13.3. The Customer’s data and documents placed by the Customer when using the Cicero System in the Practice section are accessible exclusively to that individual Customer. This may include Customer’s employee records, Customer’s inventory records, Customer’s document organization, Customer’s patient records and their medical records. The content of this section of the practice is created by each individual Customer independently according to their operational needs. The Operator has no influence on the content of the documents and data in this section of the Practice.

13.4. The Operator is not responsible for the content of the Practice section of the individual Customer. The Customer is solely responsible for the content of the Practice section of the individual Customer, including the accuracy and completeness of the data and documents. The Customer shall be responsible for the actions of other Users to whom it has granted access to its Customer Account by adding them as an additional user to its Customer Account.

13.5. The Customer is obliged to ensure compliance with all obligations arising from the legal regulations concerning the data placed by him in the Practice section, including ensuring the protection of personal data and sensitive data, in particular in the sense of Act No. 110/2019 Coll., on the processing of personal data, as amended (referred as the “Personal Data Act”), and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

Article XIV. SUPPLEMENTARY SERVICES TO PRACTICE MANAGEMENT

14.1. Additional services for the management of the Practice include in particular support services provided by the Operator to Customers in connection with the use of the Practice Section and the Shopping Portal, such as services including storage and backup of Customer data according to individual Customer requirements, expansion of the capacity of the Customer Account, analysis of Customer data, processing of other data according to specific Customer requirements (referred as the “Additional Services”).

14.2. Additional services for practice management are available in the Cicero System only to Customers as professional entities to perform their professional activities.

14.3. Additional services for practice management are provided for a fee. In the offer of the Additional Services, the User will always be notified of the fee for the Additional Service in advance by indicating the fee of the service without VAT and the fee including VAT. The fee will be indicated when completing the order for these services by indicating the fee of the Additional Service without VAT and the fee including VAT.

PART SEVEN OTHER SERVICES

Article XV. MARKET PLACE

15.1. The Cicero System mediates advertising services between Users through the Market place section. The Market place section includes a digital space for the placement of offers or requests for jobs by Users, for the placement of offers for the purchase or sale of used equipment by Users, or for the placement of offers and requests for the sale of practices (referred as the “Advertisements”).

15.2. The Market place section of the Cicero System is available to all registered Users.

15.3. The Operator allows Users to place Advertisements in the Market place section. Users posting contributions independently through their User account and in the Cicero System in the Market place section, the contributions are published without prior review by the Operator.

15.4. Advertising services are provided for a fee. When placing an Advertisement, the User will always be notified in advance of the fee for placing the Advertisement by indicating the fee without VAT and the fee including VAT. The fee will be indicated when filling in the form for placing the Advertisement.

Article XVI. EDUCATION

16.1. Through the Education section, information with educational content or educational services are mediated between Users in the Cicero System. The Education section includes a digital space for posting User contributions and offers to participate in activities with educational content, including, but not limited to, User instructional videos, descriptions of User workflows, samples of legal documents, offers to participate in professional activities, conferences, seminars, etc. (referred as the “Contributions”).

16.2. The Market place section of the Cicero System is available to all registered Users.

16.3. The Operator allows Users to post Contributions to the Education section. Users posting contributions independently through their user account and in the Cicero System in the Education section, contributions are published without prior review by the Operator.

16.4. The User shall upload a file to the Cicero System containing the Contribution and the amount of the fee for making the Contribution available or for making the service available if the Contribution of the User is in the form of an electronic ticket. The fee amount for the Contribution offered by the User through the Cicero System shall be determined by the User. The User is obliged to store the fee for the Contribution offered by the User in the Cicero System for these purposes. The User further undertakes to indicate the fee, excluding and including VAT, in connection with the use of the Cicero System.

16.5. A User who is interested in accessing another User’s Contribution is obliged to pay the relevant fee for the Contribution to the posting User by means of payment to the Operator. Payments to cover the fee for Contributions will be made only by cashless payment, through payment via the Cicero Online Payment System or payment by credit card.

16.6. The User’s Contribution will be made available to another User by means of the option to download the Contribution to the Documents section of the User’s account. The content of the Contribution made available in this way is not transferable outside the Cicero System and cannot be copied or sent. Making a Contribution available means that the Contribution can only be accessed through the Cicero System.

16.7. If the User, who is interested in accessing the Contribution of another User/Consumer/, is a Consumer, the access to the Contribution to this User/Consumer/ can be postponed until after the expiry of the withdrawal period in case the User/Consumer/ does not agree to start the performance before the expiry of the withdrawal period. In other cases, i.e.:

(i) if both Users are Consumers
(ii) if both Users are Entrepreneurs
(iii) if the Contribution Depositor is a Consumer and the Contribution Candidate is an Entrepreneur
the Contribution will be made available to another User without undue delay upon verification of payment of the price for making the Contribution available.

Article XVII. RESPONSIBILITY FOR THE CONTENT OF CONTRIBUTIONS AND ADVERTISEMENTS

17.1. The Operator is not obliged to monitor the content of the information stored by Users in the Education section and in the Market place section and to actively search for facts and circumstances indicating illegal content of the information. The Operator undertakes to remove a User’s Contribution or User’s Advertisement if it receives notification of the unlawful nature of such User’s Contribution, with justification of the unlawfulness and proof of the unlawfulness (e.g. a court decision or a decision of another authority). The Operator is not obliged to remove a posting solely on the basis of another User’s or other person’s claim of illegality, unless the reason for the illegality is identified and proof of the illegality is provided.

17.2. The Operator reserves the right to remove and make unavailable any User’s Contribution or User’s Advertisement that it deems unlawful or inappropriate in content or form.

17.3. The Operator is entitled to remove the content of the Contribution or Advertisement posted by the User or block it at any time. In such case, the Operator shall notify the User without undue delay that the content has been blocked or removed. This procedure will be implemented by the Operator in case of violation of the rules of the Cicero System by the posting User or in case of defective content or any questionable content. In particular, the Operator is entitled to take such action in case of violation of legal regulations by the User or suspected violation of legal regulations, as well as in case of violation of the rules of commercial relations, in case of immoral content or actions or actions contrary to the rules of decency. The Operator is always entitled to assess the content made available by the uploading User individually and to draw the appropriate consequence, including blocking or removing the content uploaded by the User.

17.4. The User uploading a Contribution or Advertisement to the Cicero System is fully responsible for the content of the Contributions uploaded by him/her, for the integrity, correctness and timeliness of the Contributions and Advertisements he/she enters into the Cicero System. In the event of a breach of this obligation, the User is obliged to satisfy all legitimate claims of other Users asserted due to the breach of the User’s obligation, even if they are asserted against the Operator.

17.5. The User submitting a Contribution or Advertisement to the Cicero System is liable for any damage caused to another User in connection with the Contribution, its accessibility or content. The User is obliged to satisfy any claims of another User made due to a breach of this obligation, even if they are made against the Operator.

17.6. The Operator is not responsible for the information and content of the Contributions or Advertisements mediated by the Cicero System. The Operator is not responsible for the content, safety or quality of the Contributions or Advertisements. Any claims regarding the content of the Contributions or Advertisements shall be made directly against the User who has entered them into the Cicero System.

17.7. The Operator is entitled to process data on the number of submissions / downloads of individual Contributions made by individual Users.

17.8. Each User is entitled to make a notification to the Operator about the defective content of the Contribution or Advertisement, in the form of a contact form.

Article XVIII. REMUNERATION OF THE OPERATOR

18.1. The Operator is entitled to a fee for mediation of User Contributions to other Users in the amount of 30% of the fee for the Contributions, excluding VAT, whose offer was mediated to other Users through the Cicero System. VAT will be added to the remuneration in accordance with the applicable legislation. The number of Contributions provided / downloaded by individual Users is recorded by the Operator. The remuneration will be invoiced by the Operator to the Contributing User on a monthly basis, usually by the 15th day of the immediately following month. The remuneration will be paid from the fees paid by the Users to the Operator for making the Contributions available.

18.2. The withdrawal of a Contribution by another User cannot be revoked or cancelled after the Contribution price has been paid and the Contribution has been made available.

Article XIX. METHODS OF PAYMENT

19.1. Payments to cover the fee foor Contributions will be made only by cashless payment, by payment through the Cicero Online Payment System or by payment by credit card.

19.2. Payments are made through the GP webpay payment gateway. Payment is accepted via most of the world’s payment cards – Visa, Mastercard, Visa Electeron, Maestro, Diners Club, American Express.

PART SEVEN CONSUMER

Article XX. INFORMATION FOR CONSUMERS

20.1 The Operator fulfils the obligation to inform the Consumer in sufficient time by publishing these these CS Terms and Conditions.

20.2 On the basis of the User’s registration to the Cicero System using electronic means, a contract is concluded by establishing a User account, which is not stored with the Operator, and is implemented only by accessing the User account to which the User has access on the basis of the access data and password entered by the User. The contract is concluded in the Czech language.

20.3 Information on the various technical steps leading to the conclusion of the contract and on the possibilities of detecting and correcting errors arising from the placement of the order prior to its submission is given above.

20.4 Users have the opportunity to communicate any complaints to the Operator via the contact form.

20.5 If the User, who has the status of a Consumer, is not satisfied with the handling of the complaint or claim, they have the right to amicably settle the dispute and reach an agreement by submitting a proposal for out-of-court settlement of a consumer dispute with the Operator arising from the use of the Cicero System to the Czech Trade Inspection, with its registered office at Prague 3, Štěpánská 44, Postal Code 110 00, ID No. 00020869 (referred as the “CTIA”), which has the Internet address: www.coi.cz. The Consumer has the right to out-of-court settlement of a consumer dispute in this way if the performance takes place in the Czech Republic. The User is not obliged to resolve the dispute through the CTIA when such out-of-court resolution is a voluntary option.

20.6 The user has the possibility to use the online dispute resolution platform set up by the European Commission at www.ec.europa.eu/consumers/odr/ for cross-border consumer dispute resolution.

20.7 The User’s rights regarding rights from defective performance are governed by the relevant generally binding legislation (the Civil Code and Consumer Protection Act).

20.8 The Operator shall be liable to the User that the service provided by the Operator for a fee is not defective. The rights arising from the defective provided service may be exercised during the provision of the service and no later than six months after the provision of the service, and always without undue delay after the User becomes aware of the defect.

20.9 If the service provided by the Operator is defective, the User has the right to have the defect removed free of charge. If the service defect cannot be removed, the User has the right to a reasonable discount on the price of the service provided.

20.10 The Operator will issue a confirmation of the claim of a defect in the paid service, which can be issued by electronic or other technical means, including email. The Operator shall settle the complaint without undue delay, within 30 days of the date of the complaint. The User is entitled to withdraw from the contract if the Operator fails to settle the complaint in time.

20.11 When exercising the right of defective performance, the User is entitled to compensation for costs reasonably incurred. If the User does not exercise the right to compensation within one month after the expiry of the defect period, the right shall not be granted in case of objection by the Operator that the right to compensation was not granted in time.

20.12 If the User is not a Consumer or if the User is a Consumer and the dispute has not been resolved out of court before the Czech Trade Inspection, the dispute between the Operator and the User shall be resolved by the general courts of the Czech Republic.

20.13 No codes of conduct apply to legal relationships within the Cicero system.

Article XXI. PROTECTION OF PERSONAL DATA AND SENDING COMMERCIAL COMMUNICATIONS

21.1. The protection of personal data of the User, who is a natural person, is ensured in accordance with Personal Data Act and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (referred as the “GDPR”). The User agrees to the processing of the following personal data: name, surname, place of business, correspondence address, IN, TIN, e-mail address, telephone number, payment card details (referred as the “Personal Data”). The User agrees to the processing of Personal Data by the Operator for the purpose of exercising the rights and obligations arising from the use of the Cicero System and for the purpose of sending information and commercial communications. The User consents to the sending of information related to the Operator’s services to the User’s electronic address provided by the User upon registration and further consents to the sending of commercial communications of the Operator to this address.

21.2. Personal data will be processed indefinitely, in electronic form in an automated manner. The Operator, as the controller, may delegate the processing of Personal Data to a third-party processor.

21.3. The User is obliged to provide their Personal Data correctly and truthfully and is obliged to inform the Operator without undue delay of any change in his/her Personal Data. The User confirms that the Personal Data provided is accurate and that he/she has been informed that this is a voluntary provision of Personal Data. The User further declares that they have been informed that they may withdraw consent to the processing of Personal Data in relation to the Operator by written notice delivered to the Operator’s address.

21.4. In the event that the User believes that the Operator or the Processor is processing his Personal Data in violation of the protection of the User’s private and personal life or in violation of the law, he may ask the Operator for an explanation and demand that he remedy the defective situation. In such a case, the User may also contact the Data Protection Authority directly.

21.5. If the User requests information about the processing of his Personal Data, the Operator is obliged to provide him with this information. The Operator has the right to demand a reasonable fee for the information provided under the previous sentence, not exceeding the costs necessary to provide the information.

21.6. Further information is provided in the User Information on data protection.

Article XXII. PROTECTION OF OTHER RIGHTS

22.1. The Operator is the owner of the Cicero System. The Cicero System is a copyrighted work and a database within the meaning of Act No. 121/2000 Coll., Copyright Act, as amended. The Operator exercises all property rights related to the Cicero System. The content of the Cicero System may not be stored, modified, distributed or otherwise exercised unless the Operator has given its prior consent to do so.

22.2. The software and other components comprising the Cicero System, including photographs and videos, are protected by copyright. The User agrees not to take any action that could allow him or third parties to interfere with or make unauthorized use (e.g., store, modify, distribute) of the software or other components comprising the Cicero System.

22.3. The User is not authorized to use mechanisms, software or other procedures that could adversely affect the operation and functioning of the Cicero System. The Cicero System may only be used in a manner and to the extent that is not detrimental to the Operator or to the rights of third parties, in particular other users, and that is consistent with its purpose.

22.4. The Cicero System may include links to websites of other entities that are not owned or controlled by the Operator. The Operator has no control over, and assumes no responsibility for, the content or practices of any other websites. The Operator shall not be liable for any damage or injury caused by the use of the content or services available on such websites.

Article XXIII. FINAL PROVISIONS

23.1. All legal relations arising under or in connection with the use of the Cicero System shall be governed by the laws of the Czech Republic. In the event that a legal relationship arising out of or in connection with the use of the Cicero System contains an international (foreign) element, the Parties agree that the relationship shall be governed by the laws of the Czech Republic. This is without prejudice to the rights of the User as a consumer arising from generally binding legal regulations.

23.2. If any provision of the CS Terms and Conditions is or becomes invalid or ineffective, such invalid provision shall be replaced by a provision whose meaning is as close as possible to the invalid provision. The invalidity or ineffectiveness of any provision shall not affect the validity and effectiveness of the remaining provisions.

23.3. Unless otherwise agreed, all correspondence related to the use of the Cicero System must be delivered to the other party in writing, by electronic mail, or in person or by registered mail through a postal service provider. The User shall be delivered to the electronic mail address provided by the User in the registration form. The User is entitled to change this address and is obliged to always provide the current address. In the case of delivery by electronic mail, the message is deemed to have been delivered at the moment of receipt on the incoming mail server. A message delivered in person or through a postal service provider is deemed to have been received when the addressee accepts the parcel or refuses to accept the parcel. In the case of delivery through a postal service provider, the parcel shall also be deemed to have been delivered upon the expiry of a period of five (5) days from the deposit of the parcel, if the parcel is deposited with the postal service provider, even if the addressee has not become aware of the deposit.