GENERAL TERMS AND CONDITIONS OF THE ACCONTI PEPPOL PLATFORM

1. Introductory provisions

These General Terms and Conditions (the “Terms”) govern the legal relationship between ACCONTI PLUS s. r. o., with its registered office at Líščie údolie 12, 841 04 Bratislava – mestská časť Karlova Ves, Slovak Republic, Company ID No. 50547232, Tax ID No. 2120375796, VAT ID No. SK2120375796 (the “Provider”), and each business customer using the Provider’s Peppol e-invoicing platform operated on or in connection with the domain acconti.sk, including related APIs, connectors, user interfaces and support services (collectively, the “Platform”).

The Platform is intended exclusively for business users. By ordering, activating, accessing or using the Platform, the customer confirms that it acts in the course of its business activities and agrees to these Terms.

These Terms are drafted as an initial internal draft and should be reviewed before publication or execution with customers.

2. Definitions

• “Customer” means the legal entity or sole trader that enters into a service relationship with the Provider and uses the Platform for its own business purposes or for the purposes of entities it is authorised to represent.
• “Authorised User” means a natural person authorised by the Customer to access the Platform on its behalf.
• “Peppol Network” means the network and rule set used for the exchange of structured electronic business documents through certified access points.
• “Peppol Document” means an invoice or other electronic business document transmitted, received, converted, validated, routed, stored or otherwise processed through the Platform.
• “Connector” means any integration, bridge, plugin, adapter or third-party connection used together with the Platform, including integrations involving eKODigital Slovensko, merk.sk or merk.cz where enabled.
• “Agreement” means the legal framework consisting of these Terms, the applicable order, offer, subscription, service description, price list and, where relevant, the Data Processing Agreement.

3. Scope of the Platform and permitted use

The Provider operates the Platform as a Peppol Access Point and provides technical services for the exchange of Peppol Documents, including onboarding, routing, transmission, receipt, storage, backup, status monitoring and related support.

The Platform may also include optional conversion, validation, archive, API and integration functionalities. The exact service scope may differ according to the individual order, offer or implementation agreed with the Customer.

The Customer may use the Platform only for lawful business purposes, in accordance with applicable law, Peppol rules, technical documentation and the Agreement. The Customer shall not use the Platform in a manner that could jeopardise the Platform, the Peppol Network, third parties or applicable law.

4. Registration, access and user account

The Customer shall provide complete, accurate and up-to-date registration, invoicing and technical information. The Customer is responsible for all activities performed through its account and by its Authorised Users.

The Customer shall keep access credentials confidential and shall implement reasonable internal access controls. The Provider may rely on any instruction, configuration or action performed through the Customer’s account unless the Provider knew or should clearly have known that the action was unauthorised.

The Provider may suspend or restrict access where this is necessary for security, maintenance, legal compliance, prevention of abuse, protection of the Peppol Network or non-payment.

5. Peppol transmission and connectors

The Provider undertakes to ensure the technical transmission of Peppol Documents to correctly addressed recipients reachable through the Peppol Network, subject to the availability of the Platform, the Peppol Network, recipient systems and any relevant Connector.

The Provider’s delivery commitment covers proper technical processing and transmission through the Platform. It does not extend to failures caused by incorrect input data, invalid identifiers, defective source files, recipient-side rejections, outages outside the Provider’s reasonable control, force majeure, or non-compliance of the Peppol Document content with tax, accounting or local law requirements.

Where Connectors or third-party systems are used, the Provider may depend on their interfaces, service windows and technical limitations. The Provider remains responsible for its own services but is not liable for defects or interruptions originating solely in external third-party systems that are outside its control.

6. Customer obligations

• The Customer is solely responsible for the legal, accounting, tax and factual correctness of all Peppol Documents, source data, recipient identifiers and instructions submitted to the Platform.
• The Customer shall ensure that it has a valid legal basis and all required authorisations for the processing and transmission of personal data and business data through the Platform.
• The Customer shall ensure that its systems, files, integrations and internal processes are compatible with the Platform documentation and reasonable security requirements.
• The Customer shall cooperate with the Provider in implementation, testing, incident resolution and compliance matters to the extent reasonably required.
• The Customer shall immediately inform the Provider of any suspected unauthorised access, security incident, erroneous routing or material data quality issue.

7. Fees and payment terms

Fees, billing cycles, invoicing arrangements, service packages and any transaction-based pricing shall be governed by the applicable order, quote, subscription or current price list of the Provider. Unless agreed otherwise, invoices are payable within fourteen (14) days from issue.

The Provider may suspend the Platform or individual functionalities if the Customer is in material payment default and fails to cure such default within a reasonable additional period after notice.

Unless mandatory law requires otherwise, fees already accrued for services performed are non-refundable.

8. Availability, support and changes

The Provider shall use commercially reasonable efforts to keep the Platform available and secure. Planned maintenance, emergency interventions, upgrades and changes to the Peppol Network or external services may temporarily affect availability.

Basic support contact is available at support@upkz.sk. Incident handling may be coordinated through support channels designated by the Provider.

The Provider may change, develop, replace or discontinue individual features of the Platform where this is reasonably required by law, Peppol requirements, security considerations, technical evolution or business needs, provided that the core agreed service is not materially degraded without appropriate notice.

9. Intellectual property and licence

The Platform, its software, documentation, interfaces, workflows, know-how, graphics, trademarks and related materials are protected by intellectual property rights and remain the property of the Provider or its licensors.

Subject to the Agreement and timely payment of fees, the Provider grants the Customer a non-exclusive, non-transferable, limited licence to use the Platform during the agreed term for the Customer’s internal business purposes.

The Customer shall not copy, reverse engineer, resell, sublicense, circumvent technical protections or otherwise exploit the Platform beyond the scope of the granted licence, except to the extent such restriction is prohibited by mandatory law.

10. Confidentiality and data protection

Each party shall treat all non-public business, technical and organisational information received from the other party as confidential and shall use it only for the purposes of the Agreement.

To the extent the Provider processes personal data on behalf of the Customer, such processing is governed by the applicable Data Processing Agreement. The Provider also processes certain personal data as an independent controller for its own contract administration, billing, support, security and legal compliance purposes, as described in the Privacy Policy.

The Customer acknowledges that the Platform involves long-term storage and backup of business documents and related metadata. Unless mandatory law or the Agreement requires a different period, business documents and their backups may be retained for up to ten (10) years and then deleted or anonymised.

11. Warranties, liability and exclusions

The Provider warrants that it will provide the Platform with reasonable professional care and in substantial conformity with the agreed service description. Except as expressly stated in the Agreement, the Platform is provided on an “as available” basis.

The Provider does not warrant that the Platform will be uninterrupted or error-free at all times, nor that the Platform itself ensures the Customer’s compliance with tax, accounting, archiving or local e-invoicing rules in every jurisdiction. The Customer remains responsible for the legal adequacy of its own processes and document content.

To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special or consequential damages, including loss of profit, loss of business opportunity, loss of goodwill or loss of anticipated savings.

To the maximum extent permitted by law, the Provider’s aggregate liability arising out of or in connection with the Agreement shall not exceed the total fees paid by the Customer for the affected service during the twelve (12) months preceding the event giving rise to liability. If no fees were paid during that period, the liability cap shall be EUR 100. This limitation does not apply where liability cannot be limited under mandatory law.

12. Term, suspension and termination

The Agreement is concluded for the period specified in the applicable order or, if no specific period is stated, for an indefinite period.

Either party may terminate the Agreement for convenience with thirty (30) days’ written notice, unless an individual agreement provides otherwise. Either party may terminate the Agreement with immediate effect if the other party materially breaches the Agreement and fails to remedy such breach within a reasonable cure period after notice, or if continued performance would be unlawful.

Upon termination, the Customer’s right to use the Platform ends, except to the extent continued limited access is reasonably necessary for export, handover, retention or compliance. Accrued payment obligations, confidentiality duties, liability limitations, intellectual property protections and data retention obligations survive termination to the extent relevant.

13. Governing law and dispute resolution

These Terms and the Agreement are governed by the laws of the Slovak Republic, excluding conflict-of-law rules.

The parties shall first attempt to resolve any dispute amicably. If no amicable resolution is reached, disputes shall be submitted to the competent courts of the Slovak Republic, unless mandatory law provides otherwise.

14. Final provisions

If any provision of these Terms is invalid or unenforceable, the remaining provisions remain in force. The invalid provision shall be replaced by a valid provision that most closely reflects the original commercial and legal intent.

The Provider may update these Terms from time to time. Updated wording becomes effective on the date specified by the Provider, provided that the Customer is informed in an appropriate manner in advance where required.

In case of conflict, the following order of precedence applies unless expressly agreed otherwise: individual order or contract, Data Processing Agreement, service description or quote, these Terms, then the current price list or technical documentation.