NTT eStore Terms and Conditions – NTT
Czech Republic s.r.o

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NTT Ltd. and its affiliates are NTT DATA, Inc. companies.

1

Introduction

1.1

These e-Store Terms and Conditions shall govern the sale and purchase of goods, arranging for licenses to use
software, and maintenance/subscription of the manufacturer, and ordering of services (the „Products“) throughthe ecommerce platform NTT eStore (the “eStore”) operated by NTT Czech Republic s.r.o., whose registeredoffice is at Milevská 2095/5, Prague 4, post code: 140 00, Id.No: 26175738, registered in the Commercial
Register maintained by the Municipal Court in Prague, section C, insert 77064 (hereinafter only „NTT“), and arebinding and enforceable against every person that accesses or uses eStore, including all customers of NTT who
register in eStore (“Registered Users”).

1.2

eStore enables the Registered Users ordering of Products from NTT over the Internet.

1.3

By clicking on the “Place Order” button, i.e. by the Order placement (as described in Section 4.2 below), theRegistered User acknowledges that he/she has become familiar with and agree to these eStore Terms andConditions. At the same time, the Registered User also agrees that these eStore Terms and Conditions arevalid and binding for the contractual relationship entered into through the eStore. Any other terms and conditions
stipulated in the Order, or attached to it, shall not apply to the contractual relationship with NTT and NTT shallnot accept such terms and conditions.

2

Use of existing agreements; inclusion of General Terms and Conditions of NTT

2.1

Should the Registered User have an existing and still current agreement with NTT, such as a frameworkagreement, or master services agreement, or similar, which terms apply to all orders placed by that RegisteredUser by NTT (the “Framework Agreement”), the terms of that Framework Agreement shall take precedence
over these eStore Terms and Conditions.

2.2

If there is no existing Framework Agreement, the following shall apply:
2.2.1

Sale of all goods, arranging for licenses and maintenance/subscription by NTT shall be governed by
NTT General Terms and Conditions for Sale of Goods, which are available at the link below.

2.2.2

If providing of services, which are ancillary to a purchase of goods or licenses, such as installation orconfiguration works, is a part of performance by NTT, the rights and obligations of the parties shallbe governed by NTT General Terms and Conditions for Deliveries of Equipment and Related services(projects), which are available at the link below.

2.2.3

If provision of maintenance services by NTT, i.e. services which are longterm or regularly repeating,is the subject of the performance by NTT, the rights and obligations of the parties shall be governedby NTT General Terms and Conditions for the Provision of Maintenance Services, which are available
at the link below.

2.2.4

All the terms and conditions of NTT mentioned above are available at this website:
https://services.global.ntt/en-us/legal/terms-and-conditions. If requested, NTT will send theapplicable terms and conditions to the Registered User via email.

2.2.5

If these eStore Terms and Conditions contain provisions which are different or contrary to theprovisions contained in the General Terms and Conditions specified above, these eStore Terms andConditions shall take precedence for the orders placed in eStore. All the capitalized terms which areused in these eStore terms and conditions and which are not defined herein, shall have the same
meaning ascribed to them in the applicable NTT´s general terms and conditions specified above.

3

Registration and eStore account

3.1

Orders in eStore (the „Order“) can be placed only by the Registered User, or if the Registered User is a legal
entity, by its employee or statutory representative.

3.2

The registration in eStore shall be confirmed by NTT. The customer shall not be entitled to place Orders ineStore, unless the registration is confirmed by NTT.

3.3

Each Registered User has only one account in eStore. Use of the registration account by several persons ispermitted. All the persons using the registration account of the Registered User must treat the access data for
eStore as strictly confidential and must not disclose it to third parties (inside and outside the Registered User’sorganisation).

3.4

By disclosing access data for eStore to any employee of the Registered User, the Registered User confirms that
this employee shall be authorized to undertake obligations and act on behalf of the Registered User in the extent
of the placed Orders.

3.5

If the access data for eStore is lost, misused or suspected of being misused, the Registered User must
immediately change it and notify NTT.

3.6

Any Orders placed through the account of the Registered User in eStore shall be binding for the RegisteredUser and NTT is not obliged to verify whether the Order was placed by a person authorized to act on behalf of
the Registered User.

3.7

The Orders in eStore can be placed only by a Registered User, that is a enterpreneur, and only in connection
to its business activities. eStore shall not be used by consumers and by use of eStore no rights or warranties
shall apply, which are available to consumers when concluding agreements using means of distantSensitivity Label: General

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communication. The Registered User has neither the right to cancel an Order, which has been already placed,
nor has it the right to return Products without a reason. If Products are returned without legal grounds, or the
Product is not accepted without a legal ground, whereas the legal ground can be only delivery of the Productwith defect(s) or delivery of a different Product than has been ordered, this shall not affect conclusion of theContract and any payment obligations of the Registered User according to the placed Order.
3.8

The Registered User shall not be authorised to disclose Product information (such as product descriptions,prices, or delivery times), or other information, that can be accessed to in the eStore, to third parties.

4

Formation of an agreement

4.1

The Product offerings in the eStore are considered to be offers for entry into a contract by NTT, according to §1731 and the following of the Civil Code.

4.2

The Registered User bindingly orders the Products in eStore in the “shopping cart”. The order becomes binding
for the Registered User by clicking at the “Place Order” button at the end of the ordering process. By clicking at
the “Place Order” button, the Registered User accepts the offer for entry into a contract with NTT according to§ 1740 and the following of the Civil Code, and the contract between NTT and the Registered User, subject ofwhich is a delivery of the Products specified in the Order (the “Contract”), is hereby concluded.

4.3

After clicking on the “Place Order” button, NTT will provide the Registered User with a confirmation that theOrder has been received in the electronic ordering system immediately on screen, and then by e-mail.

4.4

If for any reason it will not be possible to deliver Products by NTT according to the Contract concluded according
to the preceding sections, NTT will contact the Registered User without unreasonable delay and agree withhim/her changes to the Contract, or termination of the Contract and submitting of a new Order. If the parties do
not agree on the changes to the Contract, or other way how to solve the situation, within fifteen (15) days as ofthe day of delivery of the notice by NTT to the Registered User, that the Products cannot be delivered, NTTshall be entitled to rescind the Contract, and shall not be liable for any damage or loss, which could be causedby such a rescission.

5

Place and Time of Delivery

5.1

NTT shall deliver the Products at the earliest possible time.

5.2

NTT shall deliver the Products at the place specified in the order (the “Shipping Address”). If the place of delivery
is not specified in the order, NTT shall deliver the Products at the registered office of the Registered User.

5.3

In the ordering process, the Registered User can also choose the place of the final installation (the “Eventual
Address”). In such a case, NTT delivers the goods and/or licenses to software to the Shipping Address and theinstallation and other potential services will be performed at the Eventual Address.

5.4

If delivery of goods by NTT is a subject of the performance under the Contract (or a part of it), NTT shall send
the goods to the Registered User to the Shipping Address through a carrier chosen by NTT. NTT shall fulfill its
obligation under the Contract (or its part consisting in delivery of goods), i.e. handover the goods to theRegistered User, by handing over the goods to the carrier for transportation to the Registered User, and shallenable the Registered User to enforce the rights arising from the transport agreement towards the carrier. Riskof damage to the goods shall pass to the Registered User upon handover of the goods to the first carrier fortransportation to the Shipping Address. After handing over the goods to the carrier according to this Section,
NTT shall issue a tax document (invoice) for the goods and shall send it to the Registered User. If a provisionof services is a part of performance under the Contract, NTT shall issue the tax document (invoice) for this partof performance after provision of services is completed, i.e. after the Acceptance of the Work, as specified in
Article 6 of the General Terms and Conditions for deliveries of equipment and related services (projects) mentioned in Section 2.2.2 above.

5.5

If delivery of a digital content (software) by NTT is a subject of the performance under the Contract (or a part ofit), NTT shall fulfill its obligation under the Contract and the performance shall be considered as delivered, when
NTT (or directly the manufacturer) enables the Registered User to exercise the rights to software according to
the license, i.e. enables the Registered User access to software and its use according to the license agreement.
Consequently, NTT shall issue the tax document (invoice) and will send it to the Registered User.

5.6

If arranging for the maintenance/subscription of the manufacturer by NTT is a subject of the performance under
the Contract (or a part of it), NTT shall fulfil its obligation under the Contract and the performance shall beconsidered as delivered, when NTT arranges for the maintenance/subscription for the period of time specified
in the Order of the Registered User by the manufacturer. Consequently, NTT shall issue the tax document(invoice) and will send it to the Registered User.

6

Payment Terms

6.1

The Registered User undertakes to pay the price for the ordered Products. The price shall be paid by banktransfer to the NTT’s account on the basis of the NTT’s issued tax document (invoice).

6.2

NTT sends the tax documents (invoices) electronically to the email address specified by the Registered User
when registering in eStore. By creation and placement of the Order in eStore, the Registered User agrees tosending of tax documents (invoices) electronically.

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6.3

The prices in eStore do not include VAT which shall be added according to applicable legislation.

6.4

Other payment terms and conditions are specified in the General Terms and Conditions of NTT applicableaccording to the Product ordered (as specified in Article 2 of these eStore Terms and Conditions).

7

Software and maintenance/subscription

7.1

In eStore the Registered User can order licenses to software and/or maintenance/subscription to such asoftware. NTT is not a manufacturer, or a owner/holder of the copyright to such a software, nor is it a providerof the maintenance/subscription for such software, and NTT only arrange for the licenses and/or the
maintenance/subscription by the owner/holder of the copyright to such a software.

7.2

The use of any software, which is supplied to the Registered User under the Contract, shall be governed by thelicense terms that are supplied with such software and the Registered User shall comply with such license termsof manufacturer/copyright owner/OEM of the Software . The license agreement for the use of the software shallbe established directly between the Registered User and the owner/holder of the copyright to the software. NTT
shall not be a party to any license agreement regarding the software and so it shall not provide any guarantee
or declaration concerning this software, including (but not exclusively) guarantees regarding
ownership/authorship, use or operation of such software.

7.3

If requested, NTT will send the applicable licensing terms for software to the Registered User via email. The
Registered User shall be obliged to comply with the manufacturer´s licensing terms for the software.

7.4

Licenses to use software and/or maintenance/subscription to software are arranged for by the manufacturer forthe specific Registered User only, and the Registered User shall not be authorized to further assign the licenses,
or the right to receive maintenance/subscription, to any third party.

7.5

Maintenance/subscription to software are arranged for by NTT by the manufacturer always as of the date andfor the time (period) specified in the Order, whereas the time (period) cannot be changed (shortened) later.
Extent of the manufacturer´s maintenance/subscription to software is specified in the conditions of the
manufacturer, which are available in eStore. If requested, NTT will send the extent and conditions for the
maintenance/subscription to the Registered User via email. If the Registered User orders together with
manufacturer´s maintenance/subscription to software also services of NTT, provision of such services shall begoverned by NTT General Terms and Conditions for Provision of Maintenance Services (as specified in 2.2.3
above).

8

Liability

8.1

NTT’s liability to the Registered User for damage caused by a breach of obligations arising from the Contract(including these eStore Terms and Conditions) or the law is limited to an amount equal to 100 % of the price of
the Product supplied under the Contract. This restriction also applies to nonpecuniary damages which NTT
might be obliged to pay by law and to compensation in special cases under Section 2920 et seq. of the Civil
Code.

8.2

NTT shall be exempt from the obligation to pay compensation and shall not be required to pay damages if itshows that the damage occurred due to (a) an exceptional, unforeseeable and insurmountable obstacle
independent of NTT’s will (a Force Majeure Event), or (b) conduct by the Registered User or other third party
beyond NTT’s control, or (c) a lack of cooperation from the Registered User. Furthermore, NTT shall not be
required to pay the Registered User or any third party for damage if any of the facts in paragraph 7.2. of the
NTT General Terms and Conditions for Sale of Goods occurred.

8.3

NTT shall not be liable and therefore shall not be obliged to compensate for (i) loss of profit, revenues andincome, (ii) loss of use or business interruption, (iii), lost business opportunities, unrealised anticipated savings
and/or loss of goodwill, or reputation, (iv) loss or corruption of data, (v) any accidental, subsequent or otherindirect damages or losses. This restriction shall apply regardless of the form in which the claim is made, whether
it be a claim based on an obligation to pay compensation due to a breach of law or a breach of contract, andregardless of whether NTT was warned of the possibility of such damages or losses.

8.4

The above restrictions shall not apply to the obligation to (i) compensate for a loss on the death or injury of aperson, or (ii) compensate for a loss caused intentionally or through gross negligence; or other obligation tocompensate for a loss where the exclusion or restriction of this obligation would by law be invalid or
unenforceable.

8.5

The Registered User and NTT shall be required to mitigate or reduce the impact of any losses, damages, fines,
costs, expenses (including legal expenses) or other obligations and liabilities that may arise due to any breachof law or the contract.

9

Personal Data protection

9.1

The Registered User acknowledges and accepts, without the need for further notification or consent (unlessrequired by applicable laws), that NTT may transfer (both domestically and cross-border) and disclose
Registered Users’s customer relationship management (“CRM”) and other business administration data(including contact information for relevant Registered User personnel, User credentials, eStore registrationaccount data etc.) to NTT’s (and its Affiliates’) personnel, subcontractors, and third-party service providers thathave a need-to-know such information for the purposes of servicing the accounts with Registered User andSensitivity Label: General

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otherwise administering the performance of this Contract. NTT will process and maintain such CRM and otherbusiness administration data, including any Personal Data contained therein, in accordance with its Privacy
Statement and applicable laws, provided that the Registered User remains solely responsible for obtaining any
individual consents or authorizations that may be required in connection with the contemplated processing
activities set out in this clause 9.1.
9.2

To the extent NTT’s provision of any services under the Contract contemplates the processing of Personal Dataon behalf of the Registered User, the data processing agreement in the wording at this link:
https://services.global.ntt/enus/legal/data-privacy-and-protection (the “DPA”) shall apply. The parties’ respective
rights and obligations in relation to any such Personal Data processing will be governed by the DPA, which ishereby incorporated into this eStore Terms and Conditions, and by submitting the Order in eStore the RegisteredUser accepts also conditions of this DPA.

10

Final Provisions

10.1

These eStore Terms and Conditions are binding for the contractual relations arising by the use of eStore, as of
their date of publication.

10.2

If the Registered User does not agree to the wording of these eStore Terms and Conditions, it is not entitled toplace orders in eStore.

10.3

The Contract (including these eStore Terms and Conditions) shall be governed by and interpreted according toCzech law. When interpreting the Contract (including these eStore Terms and Conditions), the provisions of thelaw shall take precedence over trade practices maintained generally and in the specific sector.

10.4

Disputes in connection to the Contract that cannot be settled amicably shall be resolved by the Court of
Arbitration attached to the Commerce Chamber of the Czech Republic and the Agrarian Chamber of the Czech
Republic in accordance with the Court of Arbitration’s Rules. The arbitration tribunal shall comprise of threearbitrators and its award shall be final and binding. The arbitration proceedings shall be held in Prague, theCzech Republic, and shall be conducted in Czech.

These eStore Terms and Conditions are valid and effective from 1 September 2022.

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