Terms of business

The company BeerBreaks.com, s.r.o., with its registered office at Příčná 1892/4, Nové Město, 110 00 Prague 1, Company ID: 142 35 561, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 361558, issues these terms of business for the agency contract.

1. Introductory provisions

   1. These Terms of Business („Terms of business“) of the company BeerBreaks.com, s.r.o, with registered office at Příčná 1892/4, Nové Město, 110 00 Prague 1, company ID 142 35 561, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, entry no. 361558 („Commercial representative“) regulate mutual rights and obligations of the parties arising in the basis of and in connection with a Contract for Commercial Representation („Contract for commercial representation“) concluded between a Commercial Representative and another natural or legal person as the principal („Principal“) in the course of commercial activities.

   2. Provisions divergent from the Terms of Business can be agreed in a Contract for Commercial Representation. Divergent provisions in a Contract for Commercial Representation override provisions of the Terms of Business. The provisions of the Terms of Business are an inseparable part of the Contract for Commercial Representation.

2. Definitions of certain terms

   1. Website means a web presentation of the Commercial Representative located at the internet address www.beerbreaks.com.

   2. Client means a third party who is a user of the Website.

   3. Brokered contract means a contract concluded between the Principal and the Client relating to the provision of a service in the field of tourism (in the form of an excursion, visit, organised trip or another experience) („Experience“) by the Principal to the Client.

3. Content of contract for commercial representation

   1. In a Contract for Commercial Representation, the Commercial Representative as an independent trader undertakes to carry out activities for the Principal via the Website focused on concluding Brokered Contracts on a long-term basis; in return, in a Contract for Commercial Representation, the Principal undertakes to pay the Commercial Representative commission specified in the Contract for Commercial Representation, in accordance with clause 8 of the Terms of Business.

   2. The Commercial Representative undertakes to carry out activities from the Contract for Commercial Representation without a territorial limitation. The Principal acknowledges that the Website is accessible on the internet (i.e. without a territorial limitation).

   3. Commercial representation is agreed as non-exclusive. The Commercial Representative is entitled to carry out the same activities as those which they have undertaken to carry out for the Principal in accordance with the Contract for Commercial Representation also for other persons, and they are entitled to conclude business deals which are the subject of commercial representation under the Contract for Commercial Representation also for themselves or for other persons.

   4. The Commercial Representative is entitled to receive (cash in) monies from third parties (Clients) on behalf of the Principal paid by such third parties as the price of an Experience (clause 4.4).

   5. The Principal declares and undertakes that they have all public law permits necessary to offer and provide an Experience.

4. Information on the website and principal's offer

   1. In informal discussions, the Commercial Representative and the Principal shall agree the Experiences and their prices that will be displayed on the Website („Offer“).

   2. The Principal acknowledges that the up-to-dateness and accuracy of an Offer displayed on the Website is dependent on the up-to-dateness of information provided by the Principal to the Commercial Representative. The Principal thus undertakes to inform the Commercial Representative without undue delay if the Principal discovers or should have discovered that they are unable to fulfil an obligation listed in an Offer no later than within 24 hours of such discovery.

   3. The provision of up-to-date information by the Principal for the purpose of it being displayed on the Website may be arranged by way of the Principal's html feed, by way of emails sent to the Commercial Representative's address, or by way of the Website's administrative interface to which the Principal will be granted access. Rights and obligations of the contractual parties relating to the setting up and use of access to the Website's administrative interface may be agreed in separate agreement of the contractual parties.

   4. For the avoidance of any doubt, the contractual parties have agreed that information relating to prices of an Experience displayed on the Website are final and include Value Added Tax („Vat“) and other fees and taxes, i.e. that the Price of an Experience includes all costs and fees of the Principal necessary for the fulfilment of the Principal's obligations from a Brokered Contract, including the Commercial Representative's commission in accordance with a Contract for Commercial Representation („Price of experience“).

   5. The Principal is responsible for the compliance of all information and materials provided or signposted to the Commercial Representative by the Principal with generally binding legislation for the purpose of including them in an Offer on the Website („Materials“).

   6. In the event that, in connection with the Materials, a third party asserts their rights against the Commercial Representative, the Principal undertakes to provide the Commercial Representative without undue delay with all documents and materials necessary for the successful handling of a dispute with such a third party. In the event that such a third party claims that the saving or dissemination of information contained in the Materials has breached their rights, in particular their rights to objects protected by copyright or protection of personal rights, the Principal undertakes to reimburse the Commercial Representative for any legitimate expenses incurred by the Commercial Representative in connection with the dispute with such a third party.

   7. The Commercial Representative may remove all Materials from the Website in the event that:

      1. It transpires that such Materials are contrary to the Contract for Commercial Representation (including the Terms of Business) or contrary to generally binding legislation; or

      2. A third party asserts their rights against the Commercial Representative in connection with the Materials.

5. Licence agreements

   1. In the event that the Principal provides Materials to the Commercial Representative (for the purpose of them being placed on the Website) which are protected by an intellectual property right or by protection of personal rights („Protected work“), the Principal hereby grants to the Commercial Representative entitlement to exercise the right to use the Protected Work (licence) free of charge, under the conditions listed below.

   2. The Protected Work licence is granted for all manners of use (including communicating the Protected Work to the public via the internet) and in an unlimited quantitative and territorial extent. The Commercial Representative may provide entitlements forming part of the Protected Work licence to a third party in full or in part (grant sub-licences). The Commercial Representative may assign the Protected Work licence to a third party. The Commercial Representative acquires the Protected Work licence as soon as it has been made accessible by the Principal. The Protected Work licence is granted without a temporal limitation. The Commercial Representative is not obliged to use the Protected Work licence.

   3. The Commercial Representative may alter, modify or process the Protected Work, include it in a collective work, or amalgamate it with another work (or a computer program); alterations, modifications, processing of the Protected Work may also be carried out via third parties. If the Commercial Representative (third parties authorised by the Commercial Representative) modifies the Protected Work, the Commercial Representative shall be granted a licence also to the Protected Work modified in this way. The Commercial Representative may make the Protected Work public under their company name. If the Protected Work is unpublished, the Commercial Representative may publish it.

   4. Clauses 5.1 to 5.3 of the Terms of Business concerning the Commercial Representative's entitlements shall apply by analogy to circumstances where Materials are not protected by copyright or protection of personal rights.

6. Brokered contract and principal's other obligations

   1. No later than within 24 hours of receipt by the Commercial Representative of the Client's offer to conclude a Brokered Contract („Order“), the Principal shall either accept or reject such an offer to conclude a Brokered Contract in the administrative interface of the Website. If this period expires without a Brokered Contract being concluded, this shall mean that the Principal has not accepted the Order. The Principal acknowledges and agrees that the Client may withdraw an offer before its acceptance at any time.

   2. The Principal shall conclude a Brokered Contract with the Client using the Price of the Experience which was displayed on the Website at the time of the conclusion of the Brokered Contract. The content of the Brokered Contract must comply with generally binding legislation.

   3. The Principal acknowledges and agrees that the Client may withdraw from a Brokered Contract even without having to provide a reason. Such withdrawal from a Brokered Contract may take place no later than 24 hours before an Experience is due to start.

   4. The Principal shall comply properly with all of their contractual obligations against the Client arising from the Brokered Contract, as well as the Principal's obligations arising from generally binding legislation, including the Principal's obligations relating to the payment of the Price of an Experience by the Client (including issuing relevant confirmations and payment receipts). The Principal shall inform the Commercial Representative without undue delay about the fact that the Principal has not complied with their obligations against the Client; in particular, the Principal shall inform the Commercial Representative without undue delay that an Experience has been cancelled and of other circumstances connected with such an Experience taking place (new date of the Experience taking place, change of the nature of the Experience etc.).

   5. The Principal acknowledges that, as a result of their unlawful conduct, the Commercial Representative may also suffer loss, and that the Commercial Representative's goodwill or the Website's goodwill may be compromised. The Principal shall be liable to the Commercial Representative for such loss, and the Principal undertakes to reimburse the Commercial Representative for all reasonably incurred expenses related to claiming for such loss against the Principal. The Commercial Representative's rights arising from generally binding legislation are not hereby affected.

   6. The Commercial Representative may at any time check the fulfilment of the Principal's obligations against the Client (particularly obligations arising from a Brokered Contract), and the Principal undertakes to cooperate fully with the Commercial Representative for this purpose.

   7. The Principal acknowledges that the Commercial Representative shall not be liable for the performance of the Client's obligations.

   8. Unless allowed otherwise by generally binding legislation, contractual obligations towards the Client arising from a Brokered Contract may be amended solely with the consent of both parties (Principal and Client).

   9. The Principal shall act towards the Commercial Representative with honesty, in good faith, inform the Commercial Representative in a timely manner of all facts important for the conclusion of Brokered Contracts, and provide information important for the proper performance of the Contract for Commercial Representation by the Commercial Representative.

   10. The Principal shall provide the Commercial Representative with all necessary materials which relate to the subject of their activities in accordance with the Contract for Commercial Representation.

7. Other obligations of commercial representative

   1. When carrying out their activities pursuant to the Contract for Commercial Representation, the Commercial Representative shall act with usual care and have regard to the Principal's interests.

   2. The Client shall assert any claims from a Brokered Contract directly against the Principal; the Commercial Representative shall inform the Principal of the same. Clause 9 of the Terms of Business is not hereby affected.

   3. For the needs of the Principal, the Commercial Representative shall keep documents acquired by them in connection with their activity pursuant to the Contract for Commercial Representation for a period for which such documents may be needed to protect the Principal's interests.

8. Commercial representative's commission and payment terms

   1. In a Contract for Commercial Representation, the Principal undertakes to pay commission to the Commercial Representative, specifically commission from the Price of an Experience (clause 4.4) ordered via the Website or from the Price of an Experience ordered from the Commercial Representative by other means.

   2. The Commercial Representative is entitled to commission in a percentage rate specified in the Contract for Commercial Representation.

   3. The Commercial Representative becomes entitled to commission as soon as the Price of an Experience or a part thereof has been paid by the Client. Unless agreed otherwise, the Commercial Representative's right to commission shall not cease to exist if the Brokered Contract has been discharged.

   4. The Commercial Representative is not a VAT taxpayer, and VAT will not be added to the Commercial Representative's commission in accordance with generally binding legislation.

   5. The Client shall pay the Price of the Experience (clause 4.4) directly to the Commercial Representative's account. The Price of the Experience shall be paid to the Principal (after deducting the Commercial Representative's commission) by cash-free means to the Principal's bank account specified at the beginning of a Contract for Commercial Representation, as follows (clause 8.6 of the Terms of Business is not hereby affected):

      1. A percentage of the Price of the Experience specified in the Contract for Commercial Representation shall be paid once the Brokered Contract to which the payment applies has been duly performed;

   6. A sum of all Prices of Experiences which are to be paid to the Principal in accordance with clause 8.5 of the Terms of Business shall be paid to the Principal monthly, no later than within fifteen (15) days of the end of the calendar month for which the sum of the Prices of Experiences is being paid by the Commercial Representative to the Principal.

   7. The contractual parties shall provide each other with accounting documentation relating to all payments made on the basis of the Contract for Commercial Representation without undue delay.

   8. Unless specifically agreed otherwise, the Commercial Representative shall not be entitled to the payment of expenses relating to their activities pursuant to the Contract for Commercial Representation.

9. Clients' claims against the principal

   1. If a Brokered Contract is terminated and the Principal is required to refund the Price of an Experience to the Client, and the Experience has been ordered from the Commercial Representative pursuant to a Contract for Commercial Representation, the Price of the Experience shall be returned to the Client through the Commercial Representative, unless the Principal and the Client agree otherwise. In the event that the Price of the Experience has already been paid to the Principal in full or in part (clause 8.5), the Principal shall send the amount owed up to the Price of the Experience without delay and no later than within three (3) days back to the Commercial Representative, who shall pay it to the Client by cash-free means or provide the Client with a different benefit (credit). The Commercial Representative is entitled to remuneration of 15% from the Price of each Experience the Price of which has been returned to the Client, but no less than EUR 3 for each Experience the Price of which has been returned to the Client.

   2. For the purposes of settlement of the Client's claims against the Principal, the Commercial Representative may use (set off) monies which should have been paid by the Client in accordance with clause 8.5 of the Terms of Business.

10. Regulation (eu) of the european parliament and of the council 2019/1150

    1. In accordance with Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 on Promoting Fairness and Transparency for Business Users of Online Intermediation Services („Regulation 2019/1150“), the Commercial Representative states the following information.

    2. The Commercial Representative does not use any additional distribution channels or potential affiliate programmes through which the Commercial Representative offers services provided by the Principal on the market. The Commercial Representative does not offer to consumers any ancillary goods or services within the meaning of clause 6 of Regulation 2019/1150.

    3. The impact of the Terms of Business on the Principal's intellectual property rights and their control over such rights is governed by clause 5 of the Terms of Business. The right to exercise proprietary rights of an author relating to Protected Works is not affected by the Contract for Commercial Representation.

    4. The main parameters determining ranking of the offers of the Principal and other business entities on the Website and the reasons for the relative importance of these main parameters in comparison with the other parameters are as follows: listing by country and type of experience.

    5. The Commercial Representative does not offer the ability to influence the ranking of the offers of the Principal and other business entities for a direct or indirect payment.

    6. The Commercial Representative themselves or any of business users controlled by the Commercial Representative does not offer via the Website the same services as are offered by the Principal, and there is therefore no differentiated treatment within the meaning of article 7 of the Regulation 2019/1150.

    7. The Principal shall have no access to information provided or generated by the Principal which the Commercial Representative keeps after the discharge of the Contract for Commercial Representation. The Principal has no access to any personal or other data provided by users (Clients) for the purposes of use of the Service or which are generated when providing these services, with the exception of Clients' identification details provided to the Principal for the purposes of performance of a Brokered Contract.

    8. The Commercial Representative has access to personal or other data which users provide for the purposes of the use of the Service or which is generated when using the Service. Specifically, the Commercial Representative has access to the following categories of this data and under the following conditions: name, surname, e-mail address, telephone. Details according to the previous sentence are not shared with third parties because it is not necessary for the functioning of the Website.

    9. The Commercial Representative does not limit the Principal's ability to offer the same information or services to consumers (clients) under different conditions by means other than via the Website.

11. Protection of information

    1. Unless the contractual parties expressly agree otherwise in writing, all information regarding the economic and legal terms of a Contract for Commercial Representation shall be considered confidential information („Confidential information“).

    2. The contractual parties undertake not to disclose Confidential Information. The contractual parties undertake to ensure compliance with the obligations pursuant to this clause also on the part of their employees, representatives, authorised representatives, members of authorised representatives, members of the supervisory board, members or other persons who may have access to Confidential Information. Confidential Information may be shared with the contractual parties' advisors bound by a duty of confidentiality.

    3. Information which has become publicly known without any fault on the part of the receiving party shall not be considered Confidential Information according to this clause.

    4. The provisions of this clause (i.e. the entire clause 11 of the Terms of Business) shall not be affected by the potential termination of a Contract for Commercial Representation (for any reason), and they shall remain effective for no less than three (3) years after the Contract for Commercial Representation has been discharged.

12. Duration of contract for commercial representation

    1. A Contract for Commercial Representation shall enter into effect as soon as it has been concluded, and it is concluded for an indefinite period of time.

    2. Each contractual party may terminate a Contract for Commercial Representation in writing for any reason or without providing a reason. The notice period is three (3) months, and it starts to run as soon as a notice of termination has been served on the other contractual party. Obligations of the Commercial Representative laid down by Regulation 2019/1150 are not hereby affected.

    3. If the Principal breaches any of their obligations arising from a Contract for Commercial Representation (including the Terms of Business), from a Brokered Contract, or from generally binding legislation, the Commercial Representative may terminate the Contract for Commercial Representation under the conditions set out in Regulation 2019/1150. Termination of a Contract a Commercial Representation according to this clause shall become effective as soon as it has been served on the Principal. Unless agreed otherwise or specified otherwise by Regulation 2019/1150, a Contract for Commercial Representation shall be discharged as soon as the notice of termination has become effective.

    4. The Commercial Representative may further terminate a Contract for Commercial Representation if the Principal becomes insolvent, if the Principal enters liquidation, or if the Principal repeatedly does not communicate with the Commercial Representative, under the conditions set out in Regulation 2019/1150. Termination of a Contract for Commercial Representation according to this clause shall become effective as soon as it has been served on the Principal at the Principal's address. Unless agreed otherwise or specified otherwise by Regulation 2019/1150, a Contract for Commercial Representation shall be discharged as soon as the notice of termination has become effective.

    5. Termination of a Contract for Commercial Representation has no effect on those provisions of the Contract for Commercial Representation (including the Terms of Business) which are intended to continue to apply after the Contract for Commercial Representation has been terminated. Termination shall not affect the contractual parties' rights relating to Brokered Contracts already concluded.

13. Processing of personal data of third parties

    1. In connection with a Contract for Commercial Representation, personal data of Clients or other third parties may be processed. Rights and obligations of the parties relating to the processing of personal data may be agreed in a separate contract for the processing of personal data, in accordance with generally binding legislation.

14. Other rights and obligations of the contractual parties

    1. The contractual parties shall inform the other contractual party of all facts which are or may be important for the proper performance of the Contract for Commercial Representation.

    2. The Commercial Representative may use the Principal's company name or name for marketing purposes as so-called references in all types of promotional materials (irrespective of the form of such promotional materials or the technology by which they are being communicated).

15. Penalties

    1. If the Principal breaches any of their obligations specified in clause 4.2 of the Terms of Business, the Commercial Representative shall be entitled to a contractual penalty of EUR 100,- for each such breach.

    2. If the Principal breaches any of their obligations specified in clause 6.4 of the Terms of Business, the Commercial Representative shall be entitled to a contractual penalty of EUR 100,- for each such breach.

    3. If the Principal breaches a Brokered Contract and the Experience does not take place, the Commercial Representative shall be entitled to a contractual penalty of 20% of the price of the Experience which did not take place.

    4. Clauses 15.1 to 15.3 of the Terms of Business shall have no effect on compensation for potential loss arising from a breach of the obligation which is subject to a contractual penalty, even if the loss exceeds the contractual penalty.

    5. A contractual penalty shall be payable on the day following the day on which the obligation to which the contractual penalty applies was breached.

16. Service - legal acts

    1. Unless agreed otherwise, all correspondence relating to a Contract for Commercial Representation must be served on the other contractual party in writing by email, in person, or by recorded post (at the sender's discretion) in accordance with contact details exchanged between the parties when a Contract for Commercial Representation is concluded. If a contractual party notifies the other contractual party of a change in their contact details, service shall be effected in accordance with these new contact details.

17. Final provisions

    1. A relationship arising from a Contract for Commercial Representation shall be governed by Czech law, particularly by the Civil Code. For the purposes of relationships between the Provider and the User:

       1. The use of respected trade customs within the meaning of section 558(2) of the Civil Code shall be excluded;

       2. The application of sections 1748, 2434, 2440(2), 2443, 2491 and 2508 of the Civil Code shall be excluded; and

       3. The application of sections 1799 and 1800 of the Civil Code shall be excluded.

    2. The contractual parties have agreed jurisdiction and competence of courts of the Czech Republic.

    3. If a provision of the Terms of Business or of the Contract for Commercial Representation is or becomes invalid or ineffective or if it is not to be taken into account, it shall be replaced by a provision the meaning of which is most similar to such a provision. The invalidity or ineffectiveness of a provision shall have no effect on the validity or effect of the remaining provisions.

    4. The contractual parties agree that the Commercial Representative may amend the Terms of Business unilaterally to a reasonable extent. The Principal shall be notified of an amendment to the Terms of Business by an email sent to their address specified in the Contract for Commercial Representation. The Principal may reject the amendment to the Terms of Business and thus terminate the Contract for Commercial Representation within the notice period, which is one (1) month.

    5. Once the Principal has consented to a new version of the Terms of Business, the previous Terms of Business cease to be effective and the new version of the Terms of Business becomes an inseparable part of the Contract for the Provision of Services.