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Draft for comments, version 0.2 of 12 October 2026 — not the version in force. Items marked [TO BE DECIDED], [TO BE CONFIRMED], [TO BE COMPLETED] or [TO BE VERIFIED] will be completed or confirmed by Digital Orchestra, s.r.o.; we recommend a legal review before publication. The Slovak version is binding; this English version is a translation provided for information only.

Terms and Conditions of the Moja eFaktúra Service

Version 0.2 (draft) · 12 October 2026 · Service operator: Digital Orchestra, s.r.o.

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1. Introductory provisions and position of the parties

1.1 These terms and conditions (the ‘Terms’) govern the rights and obligations in the provision of the Moja eFaktúra service (the ‘Service’) between Digital Orchestra, s.r.o., with its registered office at Poľná 19, 900 27 Bernolákovo, Company ID (IČO) 47 341 068, VAT ID (IČ DPH) SK2023868957, registered in the Commercial Register of the Municipal Court Bratislava III, Section: Sro, Insert No. 92008/B, e-mail partner@digital-orchestra.sk, telephone +421 904 464 579 (the ‘Supplier’), and its client (the ‘Client’). The Terms are issued under Section 273 of Act No. 513/1991 Coll., the Commercial Code (the ‘Commercial Code’), and form the content of the contract for the provision of the Service (the ‘Contract’).

1.2 The delivery service for electronic invoices (Peppol network) is provided to you, in its own name and on its own responsibility, by Digital Orchestra, s.r.o., with its registered office at Poľná 19, 900 27 Bernolákovo, Company ID (IČO) 47 341 068, registered in the Commercial Register of the Municipal Court Bratislava III, Section: Sro, Insert No. 92008/B, which is entered in the list of delivery service intermediaries of the Financial Administration of the Slovak Republic under the certified delivery service provider Verteco digital services, s. r. o., Company ID (IČO) 53 412 834 (PA SK ID EFSK000031). The contractual partner for the delivery service and the entity responsible for its proper provision, including compensation for damage under the legal regulations of the Slovak Republic, is Digital Orchestra, s.r.o.

1.3 The delivery service is technically provided by the certified provider Verteco digital services, s. r. o. (EFSK000031), which is responsible for it towards the Financial Administration of the Slovak Republic. Digital Orchestra, s.r.o. is neither an independently certified delivery service provider nor a member of the OpenPeppol network.

1.4 You can verify the intermediary’s entry and select the intermediary on the portal of the Financial Administration of the Slovak Republic: https://vpds.financnasprava.sk (selection of a certified provider). List of intermediaries of the certified provider: https://peppol.verteco.digital/nasi-sprostredkovatelia.

1.5 The Client has no contractual relationship with Verteco digital services, s. r. o. (the ‘Certified Provider’) and has no claims against it under the Contract. The Supplier is liable to the Client for the entire Service, including the activities technically performed by the Certified Provider or other subcontractors, and neither excludes this liability nor transfers it to any other person.

1.6 The Service is intended exclusively for entrepreneurs, legal entities and other taxable persons within the meaning of Act No. 222/2004 Coll. on Value Added Tax (the ‘VAT Act’) [TO BE DECIDED: whether also for taxable persons who are not entrepreneurs, for example landlords], not for consumers. The Client declares that it does not act as a consumer; the Contract is governed by the Commercial Code.

2. Definitions

2.1 For the purposes of these Terms:

3. Conclusion of the Contract

3.1 The Client selects the Service on the FS Portal, where the Supplier is listed under the business name Digital Orchestra, s.r.o. (direct link to the selection). A selection on the FS Portal is merely an expression of interest; it is not binding and does not replace the Contract. After receiving the selection, the Supplier sets up access to the Client Zone for the entity and sends sign-in instructions together with these Terms to the e-mail address provided with the selection.

3.2 The Contract is concluded by acceptance of these Terms in the Client Zone by a person authorised to act for the Client, for an indefinite period. On acceptance, the Client chooses monthly or annual invoicing (clause 7.2). The Supplier keeps a durable record of the conclusion of the Contract (time, the person acting for the Client, version of the Terms, the invoicing chosen) and sends a confirmation with the text of the Terms to the Client’s e-mail address.

3.3 Under the Peppol framework, the Supplier is obliged to verify the identity of the Client and the authority of the person acting on its behalf. The Client provides true identification data, including its DIČ, which is mandatory because it forms the identifier of the Company, and, if it is registered for VAT, its VAT ID (IČ DPH). A selection of the Supplier on the FS Portal confirmed by logging in to the FS Portal, together with successful verification of the verification data issued by the Financial Administration of the Slovak Republic, is deemed to verify the authority to act for the entity as at the date of verification; a Company may be activated through the Supplier only on the basis of such a selection. The Supplier may request further documents.

3.4 The Supplier is not obliged to accept every selection, in particular where the applicant is a consumer, where its identity or authority cannot be verified, or where misuse is suspected. The Supplier shall inform any entity whose selection it does not accept without undue delay, so that the entity can choose another provider.

3.5 The Supplier forwards the selection to the Certified Provider for activation of the Company in the Peppol network only after the Contract has been concluded, and informs the Client by e-mail once the Company has been activated. If the Contract is not concluded within 30 days of the selection, the selection is not forwarded and the Supplier informs the entity accordingly so that it can choose another provider [TO BE CONFIRMED: 30-day period].

3.6 If the Company is registered in the Peppol network with another provider, the Supplier takes over the registration by means of a Migration Code which the Client requests from its current provider. A Company may have only one provider registered for receiving Documents; the Service may also be used for sending only.

3.7 A Client that manages several Companies declares that it is authorised to act for each of them, and it performs, and is liable for, the obligations under the Terms in respect of them as well [TO BE DECIDED: whether, in the case of an Accounting Office, the contracting party is the Accounting Office or each Company].

4. Scope of the Service

4.1 The Service includes:

4.2 The Supplier does not issue or book Documents. Their preparation, content and accounting treatment remain a matter for the Client and its accounting software; the Service does not change the Client’s tax or accounting obligations.

4.3 The Supplier keeps sent and received Documents in their original form (XML, including embedded attachments) with a SHA-256 checksum that allows their integrity to be verified. Documents from the current and the previous calendar year are included in the price of the Service; Documents from earlier years are kept on the Client’s order for a surcharge under clause 7.6, otherwise the Supplier deletes them after giving prior notice [TO BE CONFIRMED: notice period]. The Certified Provider keeps the content of Documents only for a short time (currently 14 days). Keeping invoices for the statutory period (as a rule 10 years, in particular under Section 76 of the VAT Act and Section 35 of Act No. 431/2002 Coll. on Accounting) is the Client’s obligation and the Service archive does not replace it; for this purpose, the Client retrieves Documents in their original XML format in the Client Zone or through the API.

4.4 The connection of a Company to the Peppol network and its identifier are publicly verifiable. The Supplier publishes the business card of the Company (business name, country, identifier) in the Peppol Directory automatically for a legal entity, and only on its instruction for a sole trader; the Client may switch publication on or off at any time in the Client Zone.

4.5 The Supplier uses reasonable efforts to keep the Service continuously available but does not guarantee its uninterrupted and error-free operation; it announces planned maintenance in advance. Documents are received at the access point of the Certified Provider, so a short outage of the Client Zone does not interrupt their receipt. Support is provided on working days from 9:00 to 16:00 by e-mail and telephone and covers help with using the Client Zone.

4.6 The Service is intended for the ordinary operation of a Company to an extent proportionate to its price and purpose, which is the exchange of Documents arising from the Client’s own business activities. Unreasonable use includes, in particular, repeatedly sending or validating Documents in a volume significantly exceeding the Company’s ordinary activities, automated bulk API calls beyond the Client’s needs, bulk checks of entities in the Peppol network unrelated to the Client’s business relationships, and any other use that places an unreasonable load on the Service or on the infrastructure of the Supplier or the Certified Provider, or restricts other clients. To protect the Service, the Supplier may apply technical limits (for example the number of API calls per minute, or the size and number of Documents) published in the API documentation or in the Client Zone.

4.7 If the Client uses the Service unreasonably, the Supplier shall notify the Client and invite it to remedy the situation within a reasonable period of at least 5 working days. If the Client does not stop the unreasonable use, the Supplier may, to the extent necessary, restrict the functions concerned (in particular the number of API calls or of Documents sent), offer the Client an individual price corresponding to the actual scope of use and, if the Client does not accept it, terminate the Contract by notice. Where the operation or security of the Service or other clients are at risk, the Supplier may apply the restriction without prior notice; it shall inform the Client of the reason without undue delay. The receipt of Documents is restricted only under clause 6.4.

4.8 The Client may submit to the Supplier requests for adjustments or additions to the functions of the Client Zone, the API or the connection of the Service to its information system (a ‘Request’). The Supplier assesses the Request; if it can be implemented within the Service – it does not conflict with legal regulations, the Peppol framework or the terms of the Certified Provider, does not require changes to its systems and its scope is proportionate to the price and purpose of the Service (clause 4.6) – the Supplier agrees its specification with the Client and implements it within 14 days in the Standard and Premium plans and within 5 working days in the Noble plan from the approval of the specification. The Supplier offers a Request beyond this scope to the Client individually or refuses it with reasons. The Supplier may also make implemented adjustments available to other clients [TO BE CONFIRMED: scope of Requests, number of Requests handled at the same time and the consequence of missing the deadline].

4.9 In the Premium and Noble plans, the Supplier operates a dedicated instance of the Service (Client Zone, API, database and archive) for the Client, separated from other clients; the delivery service of the Certified Provider and the receipt of selections from the FS Portal remain shared. The Supplier sets up the dedicated instance within [TO BE DECIDED: period] of the conclusion of the Contract or of the change of plan; until then it provides the Service in the shared instance [TO BE CONFIRMED: technical conditions of the dedicated instance].

5. Rights and obligations of the Client

5.1 The Client may grant and withdraw access for Users, for example employees or its accountant. The Client is liable for the conduct of Users and of persons who use its login credentials or API Key; such conduct is deemed to be conduct of the Client.

5.2 As an end user of the Peppol network, the Client declares and undertakes that:

5.3 The Client shall not use the Service for fraud, spam, distribution of malicious code or other unlawful conduct, send Documents with false, fictitious or unlawful content or for an entity for which it is not authorised to act, disrupt the operation or security of the Service and the Peppol network, circumvent limits and security mechanisms, or make the Service available to unauthorised persons. Where there are indications of fraud, spam or other unlawful conduct, the Peppol Authority may order the blocking of the Company’s access to the Peppol network; both the Supplier and the Certified Provider are entitled to carry out such an instruction.

5.4 At the Supplier’s request, including where the Certified Provider, the Peppol Authority or OpenPeppol so requests, the Client shall without undue delay, and at the latest within a reasonable period set by the Supplier, demonstrate its authority to act for the Company and the compliance of its activities and Documents with the Terms, the Peppol framework and the law, and provide supporting documents, including information on who created and sent a Document. In proceedings or inspections by a public authority or the Peppol Authority concerning the Client, it shall provide the Supplier with full cooperation; it bears the costs of such cooperation only if the proceedings were triggered by a breach of its obligations.

5.5 The Client shall notify the Supplier without undue delay of any suspected breach of the Terms, the Peppol framework or the law in connection with the Service, any security incident, any misuse or loss of login credentials or API Keys, and any claim, sanction or proceedings, asserted or threatened, by a third party or an authority in connection with the Service or its Documents.

6. Rights and obligations of the Supplier

6.1 The Supplier provides the Service through the Certified Provider with professional care and in accordance with the Peppol framework, the requirements of the Peppol Authority and the instructions of the Financial Administration of the Slovak Republic. It is liable to the Client for the performance of its subcontractors as if it had performed them itself.

6.2 During the term of the Contract and for five years after its termination, the Supplier keeps records from which it can be established which Client or User (for Documents sent through the API, which API Key) created and sent each Document, and provides them to the Certified Provider and supervisory authorities to the extent necessary.

6.3 The Supplier shall inform the Client without undue delay of any enquiry, inspection, warning notice or proceedings of the Financial Administration of the Slovak Republic, the Peppol Authority or OpenPeppol concerning the Client or a Company, unless prevented by law or by an instruction of the authority; the parties shall cooperate so that the situation can be remedied before a sanction arises.

6.4 The Supplier may suspend or restrict the Service in the event of a material breach of the Terms, suspected fraud, spam or other unlawful conduct, on the instruction of the Peppol Authority, for security reasons or for the time needed for necessary maintenance, and only to the extent and for the time necessary; it shall inform the Client of the reason and restore the Service without undue delay once the reason ceases to exist. Except in the case of fraud, spam, a security risk or an instruction of the Peppol Authority, it shall first give the Client at least 5 working days to remedy the breach. It shall suspend the receipt of Documents only on the instruction of the Peppol Authority, in the case of fraud or in the event of a security risk; clause 7.9 applies to late payment.

7. Price and payment terms

7.1 The price of the Service per Company (DIČ) is €8 per month or €88 per year, excluding VAT, in the Standard plan and €225 per year, excluding VAT, in the Premium plan with a dedicated instance (clause 4.9); including 23% VAT, this is €9.84 per month, €108.24 per year and €276.75 per year. The Noble plan (Premium with implementation of Requests within 5 working days, clause 4.8, with backup and archiving tailored to the Client’s needs and several Companies under one account) costs from €450 per year, excluding VAT (from €553.50 including VAT); the final price and scope are agreed individually between the Supplier and the Client.

7.2 The Client chooses monthly or annual invoicing when accepting the Terms (clause 3.2). The monthly price is invoiced after the end of the calendar month and is payable within 10 days of the end of that month. The annual price is invoiced in advance for a period of 12 months and must be credited to the Supplier’s account before that period begins. The first annual invoicing period lasts 15 months for the annual price under clause 7.1; it begins on the day following the end of the trial period or, for a Contract concluded later, on the first day of the month following its conclusion [TO BE CONFIRMED: start of the first annual period]. The Premium and Noble plans are invoiced annually in advance only [TO BE CONFIRMED: whether the first annual period of 15 months also applies to them]. The Supplier delivers invoices electronically, in particular via the Peppol network or by e-mail.

7.3 The trial period is free of charge and runs until 31 March 2027. Unless the Client notifies the Supplier by then that it will not continue, the Service continues with the invoicing chosen under clause 7.2.

7.4 The Client may change the invoicing period in the Client Zone; the change applies from the next invoicing period. A switch to annual invoicing takes effect only after payment of the annual price, which must be credited to the Supplier’s account before the beginning of the month from which annual invoicing is to apply; otherwise monthly invoicing continues.

7.5 Until 31 December 2027, the number of Documents is not limited, without prejudice to clause 4.6. From 1 January 2028, an individual offer applies to a Company with 100 or more Documents per month, counting both sent and received Documents [TO BE DECIDED: the procedure if the parties do not agree on the offer]. The Supplier will prepare an individual offer for an Accounting Office with several Companies.

7.6 Keeping Documents from the current and the previous calendar year is included in the price of the Service (clause 4.3). Keeping Documents from earlier years costs €10 excluding VAT per year for every 100 Documents and every year of records kept, invoiced annually in advance; for a volume of 1,000 Documents or more, the Supplier will prepare an individual offer [TO BE CONFIRMED: rounding to each started 100 Documents, invoicing and the scope of the 1,000-Document threshold].

7.7 If another company (with a different DIČ) orders the Service on the Client’s recommendation in the same or a higher plan of the Service than the Client’s and names the Client as the referrer when accepting the Terms, the recommendation counts for the Client once the recommended company has paid its first invoice. While the Client has at least three counted recommendations with a Contract in force, it pays €2 per month excluding VAT for its Company; with five or more, it uses the Service free of charge. The benefit applies from the next invoicing period; with annual invoicing, the difference is credited against the next annual invoice; a Client with several Companies applies it to one Company of its choice [TO BE CONFIRMED: referral rules].

7.8 The Supplier shall notify the Client of a price change by e-mail at least 30 days before it takes effect. If the Client does not agree with a price increase, it may terminate the Contract without penalty as of the date on which the change takes effect. A price increase does not apply retroactively or to a period paid in advance.

7.9 If the Client is late with payment, the Supplier is entitled to default interest and to lump-sum compensation for the costs of recovering the debt in the statutory amount. Late payment does not lead to suspension of the receipt of Documents or to deregistration of the Company; the Supplier may suspend sending only after an additional period for payment has expired without payment [TO BE DECIDED: its length] and after a specific notice given at least 5 working days in advance.

7.10 Issuing a Migration Code, deregistration from the Peppol network and export of data upon termination of the Contract are free of charge.

8. Liability and compensation for damage

8.1 The Supplier is liable to the Client for the proper provision of the Service and for damage under the law of the Slovak Republic, including damage caused by interference with transmitted Documents, by the operation of its software, by its procedure in activating a Company or by subcontractors, including the Certified Provider.

8.2 The Supplier is not liable for the substantive content of Documents, for damage caused by a breach of obligations by the Client or by persons for whom the Client is responsible, for the conduct of the Peppol service providers of the Client’s business partners, or for damage caused by circumstances excluding liability under Section 374 of the Commercial Code.

8.3 Compensation for damage provided by the Supplier to the Client for a single event or a series of events with a common cause is limited to the actual damage, up to the total of the prices paid by the Client for the Service in the 12 months preceding that event, but at least €500. Loss of profit, indirect and consequential damage and loss of data that the Client could have exported are not compensated; the Supplier is not liable for outages of the Peppol network, of the systems of the Financial Administration of the Slovak Republic or of the recipient’s access point, or for a continuous unavailability of the Service shorter than 48 hours. The limitations under this clause do not apply to damage caused intentionally or by gross negligence, nor to the extent that they are excluded by mandatory legal provisions, and they do not constitute a waiver in advance of the right to compensation for damage (Section 386(1) of the Commercial Code).

8.4 The Client shall reimburse the Supplier for sanctions and other payments imposed on the Supplier or on the Certified Provider by the Financial Administration of the Slovak Republic, the Peppol Authority or OpenPeppol, for payments awarded to third parties and for amounts that the Supplier pays to the Certified Provider for the same reason, including contractual penalties, if they were caused by a breach of the Client’s obligations, its untrue data, the content of its Documents or the conduct of persons who used its access or API Key; this is foreseeable damage (Section 379 of the Commercial Code) and its amount is not limited. Only payments actually incurred and documented are reimbursed, reduced proportionately by the share of the Supplier or the Certified Provider in their occurrence; the Client shall reimburse the Supplier’s own legal representation costs up to €2,000 per case, except in the case of the Client’s intentional conduct. This obligation does not apply to sanctions for the Supplier’s own breaches.

8.5 The Supplier shall notify the Client of a claim under clause 8.4 in writing without undue delay, with supporting documents; the Client may comment within 15 days and the claim is not due until then. The Supplier shall not unilaterally set off a disputed claim. The Supplier shall not acknowledge or settle a claim to be borne by the Client without the Client’s consent; consent is deemed given if the Client does not comment within that period, and it is not required for payments imposed by a decision of a public authority or by law, or where suspension of the Service is threatened. If a sanction is later annulled or reduced, the Supplier shall refund the difference to the Client within 15 days. Claims under this Article survive termination of the Contract.

9. Processing of personal data on behalf of the Client

9.1 This Article constitutes an agreement under Article 28(3) of Regulation (EU) 2016/679 (the ‘GDPR’). With regard to personal data in Documents and in other data that the Client enters into the Service or receives through it, the Client is the controller, the Supplier is the processor and the Certified Provider is a further processor (Article 28(4) GDPR). If the Client processes such data as a processor for another controller (for example an Accounting Office on behalf of Companies), this Article applies mutatis mutandis and the Client is responsible for ensuring that its instructions are consistent with those of that controller. Processing in which the Supplier acts as an independent controller is described in the Privacy Policy.

9.2 The subject matter is processing for the purpose of providing the Service during the term of the Contract and, after its termination, in accordance with clause 9.8. The processing comprises the receipt, sending, checking, display, storage and provision of Documents, notifications, checking partners in the Peppol network, delivery of Documents to recipients and transmission of data to the Financial Administration of the Slovak Republic. It concerns identification and contact data, identifiers (IČO, DIČ, IČ DPH), the content of Documents and attachments including bank details, data on Users and their activity, and IP addresses. The data subjects are the Client if it is a natural person, its representatives, employees and contact persons, its business partners and their contact persons, other persons named in Documents, and Users. The Client shall not enter special categories of personal data into the Service.

9.3 The Supplier processes personal data only on documented instructions from the Client, including with regard to transfers to a third country; the instructions consist of the Contract and the Client’s use of the Service. The exception is processing required by Union or Slovak law, of which the Supplier shall inform the Client in advance unless that law prohibits it. If, in the Supplier’s opinion, an instruction infringes data protection legislation, it shall immediately inform the Client. The Supplier does not use data from Documents for any other purpose, in particular not for marketing, profiling or training machine learning models. The Client is responsible for the lawfulness of the data it enters into the Service, including the legal basis and informing the data subjects.

9.4 The Supplier commits persons authorised to process personal data to confidentiality and takes measures under Article 32 GDPR appropriate to the risk, in particular encryption in transit (TLS), role-based access control, separation of the data of individual Clients and Companies, storage of passwords only as hashes, signing of notifications, access records and backups.

9.5 The Client gives the Supplier general authorisation to engage further processors; as at the date of issue of the Terms, the further processor is Verteco digital services, s. r. o., Company ID (IČO) 53 412 834 – delivery in the Peppol network and transmission of data to the Financial Administration of the Slovak Republic; it publishes its own further processors at https://peppol.verteco.digital/gdpr. The Supplier provides the hosting of the Service and e-mail delivery itself, on its own infrastructure.

9.6 The Supplier shall notify the Client by e-mail at least 30 days in advance of the engagement or replacement of a further processor; the Client may raise a reasoned objection and, if no solution is found, terminate the Contract without penalty as of the date of the change. The Supplier imposes the same data protection obligations on further processors and is liable for their performance; transfers to third countries are possible only under the conditions of Chapter V GDPR.

9.7 Taking into account the nature of the processing, the Supplier assists the Client in handling data subject requests (Articles 12 to 23 GDPR) and in complying with its obligations under Articles 32 to 36 GDPR. It shall notify the Client of a personal data breach without undue delay after becoming aware of it, with the information referred to in Article 33(3) GDPR.

9.8 After termination of the Contract, the Supplier shall, at the Client’s choice, return the personal data (export under clause 11.5) or delete them, including copies, unless the law requires their further storage; if the Client makes no choice within 90 days, the Supplier shall delete the data.

9.9 The Supplier shall make available to the Client the information necessary to demonstrate compliance with its obligations under Article 28 GDPR and allow for audits, including inspections, conducted by the Client or an auditor mandated by it and bound by confidentiality, as a rule once a year after at least 30 days’ notice and at the Client’s expense; it may also fulfil this obligation by providing reports, certificates or a completed security questionnaire. In matters of personal data protection, this Article takes precedence over the other provisions of the Terms.

10. Confidentiality

10.1 The content of Documents is always confidential. The parties shall keep confidential the confidential information obtained in connection with the Service, also after termination of the Contract. Disclosure to the extent necessary to provide the Service (in particular to the Certified Provider, to recipients of Documents and their providers, and to the Financial Administration of the Slovak Republic), to comply with obligations under the law or the Peppol framework, or to advisers bound by confidentiality does not constitute a breach of confidentiality.

11. Term and termination of the Contract

11.1 The Contract is concluded for an indefinite period. The Client may terminate it by notice with a notice period of one month, and the Supplier with a notice period of two months; the notice period starts on the first day of the month following delivery of the notice. Notice may also be given in respect of only some Companies.

11.2 A party may withdraw from the Contract if the other party materially breaches the Contract and fails to remedy the breach within a reasonable period of at least 5 working days from delivery of a request to do so. The Supplier may withdraw without granting a period if the Client breaches clause 5.3, provides false identification data or acts for an entity without authority, or if the Peppol Authority or another public authority so requires.

11.3 If the Supplier ceases to be entered in the list of delivery service intermediaries of the Financial Administration of the Slovak Republic, if its contract with the Certified Provider terminates, or if the Certified Provider loses its accreditation, its authorisation in the Peppol network or a required certification, or if any of these is suspended, the Supplier shall inform the Client without undue delay and assist it with the transition to another provider; the Client may terminate the Contract with immediate effect without penalty.

11.4 The Client may switch to another provider at any time. At the Client’s request, the Supplier shall without undue delay, and no later than within 3 working days, arrange for the issue of a Migration Code; the new provider will usually also require the Client to select it on the FS Portal. If the Client does not request a Migration Code, the Supplier shall arrange for the deregistration of the Company from the Peppol network no later than 3 working days after termination of the Contract.

11.5 After termination of the Contract, the Supplier shall allow the Client, for 90 days, to export free of charge the data it holds (original XML of Documents, delivery receipts and metadata) in a machine-readable form. It shall then delete the data, except for data it must keep under the law or the Peppol framework (in particular the records under clause 6.2).

11.6 In the case of annual payment, the price for the unused part of the period is not refunded if the Client terminated the Contract by notice for no reason attributable to the Supplier. A proportionate part is refunded if the Contract is terminated by the Supplier’s notice, under clause 11.3, because the Client does not agree with a change to the Terms or the price, or by the Client’s withdrawal due to a breach of obligations by the Supplier [TO BE DECIDED: refund of a proportionate part of the annual payment].

11.7 The selection of another provider on the FS Portal does not in itself terminate the Contract. However, if the Client selects the Certified Provider directly on the FS Portal for a Company, the Company passes, under the Certified Provider’s rules, into its direct management, and the Contract terminates in respect of that Company on the date of the transfer, of which the Supplier shall inform the Client [TO BE DECIDED].

11.8 Termination of the Contract does not extinguish claims for payment of the price or for compensation for damage, the duty of confidentiality or other provisions which by their nature are intended to survive termination.

12. Changes to the Terms

12.1 The Supplier may amend the Terms, in particular in the event of changes in legislation, in the requirements of the Financial Administration of the Slovak Republic, in the rules of the Peppol network or in the terms of the Certified Provider, and in connection with the development of the Service. It shall notify the Client of the change by e-mail and publish the new wording at least 30 days before it takes effect. Changes required by legislation, a decision of a public authority, a requirement of the Financial Administration of the Slovak Republic or the Peppol Authority, or the binding rules of the Peppol network may take effect earlier; changes exclusively in favour of the Client may take effect on the date of publication.

12.2 If the Client does not agree with a change, it may terminate the Contract with immediate effect without penalty at any time after notification of the change, but no later than the date on which the change takes effect; otherwise the Client is deemed to have accepted the change. A change does not affect claims that arose before it took effect.

13. Notices and communication

13.1 The parties communicate primarily electronically: the Supplier to the e-mail address provided by the Client upon conclusion of the Contract or in the Client Zone, and the Client to partner@digital-orchestra.sk (further contact details are on the website of the Service). An e-mail is deemed delivered on the working day following its dispatch, unless a different time of delivery is proven. Notice of termination and withdrawal may also be given by e-mail. The Client shall keep its contact details up to date.

13.2 Complaints and suggestions may be submitted by e-mail or by telephone on +421 904 464 579; the Supplier shall deal with them without undue delay.

14. Governing law and dispute resolution

14.1 The Contract, the Terms and all relationships arising from them, including claims for compensation for damage, are governed exclusively by the law of the Slovak Republic, in particular the Commercial Code (choice of law under Article 3 of Regulation (EC) No 593/2008, Rome I), excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

14.2 The courts of the Slovak Republic have exclusive jurisdiction to decide disputes (for a Client with its registered office in another Member State of the European Union, this is an agreement under Article 25 of Regulation (EU) No 1215/2012); local jurisdiction is governed by the Slovak Civil Contentious Procedure Code.

14.3 The Slovak version of the Terms is binding; translations are provided for information only.

15. Final provisions

15.1 The Terms take effect on [TO BE DECIDED].

15.2 An individual written agreement of the parties takes precedence over the Terms; matters not governed by them are governed by the Commercial Code. The Client may not assign its rights under the Contract without the prior written consent of the Supplier. The invalidity of any provision of the Terms does not affect the remaining provisions; the parties shall replace it with a provision that comes closest to its purpose.