Master Services Agreement

(A) DCXPS operates modular AI computing facilities (each an "intelligence factory") in the Czech Republic and provides dedicated GPU servers, platform services and managed infrastructure services from those facilities to customers established in the European Economic Area and in other jurisdictions under clause 3.

(B) DCXPS operates the Services so that the infrastructure, the data, the personnel and the control of the Services remain in the Union, under the Sovereignty Commitments in clause 6 and Annex 08.

(C) The Customer wishes to procure the Services through the Chapek.io Platform under one or more Orders and to pay the Fees in advance of each Service Period.

The Parties agree as follows.

1.1  Definitions. In this Agreement the following capitalized terms have the meanings set out below. A term defined in an Annex has that meaning in the Annex and, where used in this Agreement, the same meaning.

Acceptable Use Policy or AUP means the acceptable use policy at Annex 04, as changed under clause 26.4.

Account Data means personal data relating to the Customer's representatives and Users that DCXPS processes as a controller to manage the contractual relationship (identification, contact, access, payment, billing and support data), as described in the Privacy Notice.

Affiliate means any entity that controls, is controlled by or is under common control with a Party, where control means the ability to exercise a decisive influence over a legal entity, directly or indirectly, through ownership, voting rights, contract or otherwise.

Business Day means a day other than a Saturday, a Sunday or a public holiday in the Czech Republic.

Chapek.io List Prices means the prices for the Services published in the Platform, identified there by version and date, as in force at the time an Order is placed.

Chapek.io Platform or Platform means the software and console through which DCXPS provides ordering, payment, provisioning, orchestration, Chapek AI Studio, metering, reporting, support ticketing and document delivery, made available to the Customer as part of the Services at [console.chapek.io], including its updates.

Civil Code means Act No. 89/2012 Coll., the Civil Code, as amended.

Confidential Information has the meaning given in clause 14.1.

Customer Data means all data, content, models, weights, prompts, outputs, logs and other materials that the Customer or its Users upload to, generate in, store in or process through the Services, including any personal data they contain, and excluding Account Data and Service Telemetry.

DCXPS Facility means the facility in the Czech Republic from which DCXPS provides the Services under an Order, as identified in the Order.

Documentation means the technical and user documentation for the Services made available through the Platform, as updated from time to time.

DPA means the data processing agreement at Annex 05 concluded under Article 28 of the GDPR, as changed under clause 26.4.

EEA means the European Economic Area.

Effective Date has the meaning given in clause 9.1.

Exportable Data means the input and output data, including metadata, directly or indirectly generated or co-generated by the Customer's use of the Services, excluding assets of DCXPS or of third parties that are protected by intellectual property rights or constitute trade secrets, as further listed in the Order (Article 2(38) and Article 25(2)(e) of the Data Act).

Fees means the amounts payable by the Customer under an Order as shown in the Platform at the time of the Order, including the Term Fee and the price of any option selected in the Order.

GDPR means Regulation (EU) 2016/679.

Government Access Request means any order, request, subpoena, warrant or demand by a public authority, court or body of any jurisdiction for access to, production of, preservation of or transfer of Customer Data or Account Data.

LOI means a Chapek Binding Letter of Intent executed by the Customer or its Affiliate with DCXPS Inc. or with DCXPS under the DCXPS LOI template, reserving capacity, rate and Term.

Managed Sovereign Capacity means dedicated bare-metal GPU servers allocated exclusively to the Customer, with private networking and dedicated storage, provided from the DCXPS Facility with the Pre-installed AI Stack and the Platform, operated by DCXPS under the Sovereignty Commitments and logically separated from the servers and data of other customers, as described in clause 4.1.

Management Plane means the DCXPS software and systems that control the power, cooling, load, maintenance and hardware monitoring of the servers and the Units and that carry no Customer Data.

Material Adverse Change has the meaning given in clause 4.7.

Non-Renewal Deadline has the meaning given in clause 9.2.

Order means an order for Services placed by the Customer through the Platform and confirmed by DCXPS, consisting of the Platform order record (server configuration, number of servers, DCXPS Facility, Term, Fees and options) and the Order Schedule.

Order Schedule means the schedule in the form at Annex 02 that the Platform generates for each Order and that the Parties execute under clause 26.9.

Out-of-Band Management Network means the management network operated by DCXPS inside a DCXPS Facility through which server and switch hardware is managed, segregated from the data-plane networks of the Customer and of other customers.

Payment Processor means the payment service provider established in the Union through which the Platform accepts card payments, identified in the Platform and in Annex 08, Part B, section B.4.

Platform Terms of Service means the Chapek.io Platform terms of service at Annex 07, as changed under clause 26.4.

Pre-installed AI Stack means the operating system image, GPU drivers and libraries, container runtime and orchestration tooling listed in the Platform at the time of the Order that DCXPS installs on the Customer's servers at provisioning.

Prepaid Balance means funds paid by the Customer in advance and held on the Customer's Platform account against future Services, as shown in the Platform.

Privacy Notice means the privacy notice at Annex 06.

Ready for Service Date or RFS Date means the date on which DCXPS notifies the Customer through the Platform that the Services under an Order are available for productive use.

Retrieval Period has the meaning given in clause 10.4.

Service Credits means the credits described in the SLA, applied by the Platform.

Service Period means the period equal to the Term of an Order (one month, one quarter or one year) for which the Term Fee is paid in advance, starting on the RFS Date and renewing under clause 9.2.

Service Telemetry means operational metrics about the performance, health and utilization of the servers and the Platform generated by DCXPS systems, which do not contain Customer Data.

Services means the services described in an Order, comprising the Managed Sovereign Capacity, the Platform, support under the SLA, AI engineering support and any related professional services ordered.

SLA means the service level agreement at Annex 03, as changed under clause 26.4.

Sovereignty Commitments means the commitments in clause 6 and in Annex 08, Part B, including the Sovereignty Criteria.

Sovereignty Criteria means the criteria set out in Annex 08, Part B, section B.1, against which DCXPS designs, operates and evidences the Services.

Switching Notice has the meaning given in clause 10.1.

Term means the committed term of an Order (monthly, quarterly or annual), as selected in the Order.

Term Fee means the Fees for one Service Period of an Order, payable in advance.

Third Country means any country that is not a Member State of the Union or a State of the EEA.

Union means the European Union.

Unit means a DCXPS modular AI compute unit (a RackNode rack or a MADC container) and its associated power, cooling and network equipment, in which the servers ordered are installed.

User means any individual authorized by the Customer to use the Services.

1.2  Interpretation. In this Agreement: (a) clause and Annex headings do not affect interpretation; (b) "including" and similar words introduce examples and do not limit the generality of the preceding words; (c) a reference to legislation is to that legislation as amended or replaced and includes any implementing or delegated act made under it; (d) a reference to a clause is to a clause of this Agreement, a reference to a Section is to a section of a Czech statute and a reference to an Article is to an article of an act of the Union; (e) a period expressed in days runs in calendar days unless Business Days are stated; and (f) where a term of this Agreement implements a provision of Regulation (EU) 2023/2854 (the "Data Act"), Regulation (EU) 2022/2065 (the "DSA"), Regulation (EU) 2024/1689 (the "AI Act") or Regulation (EU) 2022/2554 ("DORA"), that term is interpreted consistently with that provision.

2.1  Framework. This Agreement sets the terms on which DCXPS provides Services ordered through the Platform. Each Order confirmed by DCXPS forms a separate contract that incorporates this Agreement and its Annexes, each in the version in force under clause 26.4 on the date of the Order and as subsequently changed under that clause.

2.2  Platform orders. Orders are placed exclusively through the Platform. The Platform order record is the authoritative record of the server configuration, number of servers, DCXPS Facility, Term, Service Period, Fees and options ordered. DCXPS retains the order record in the Platform in a form the Customer can store and reproduce. DCXPS confirms an Order in the Platform, and the Order binds DCXPS from its confirmation; DCXPS may decline an Order where the ordered capacity is not available at the DCXPS Facility, where the Customer does not satisfy clause 3 or where the screening under clause 19.3 has not been completed, and refunds any amount paid for a declined Order within fourteen (14) days. The Platform accepts Orders from the Customer's Platform account only after the screening under clause 19.3 has been completed and this Agreement has been concluded. The Platform generates an Order Schedule for each Order, and the Parties execute it under clause 26.9 before DCXPS confirms the Order. In the event of conflict between an executed Order Schedule and the Platform order record, the Order Schedule prevails for the terms it expressly states.

2.3  Order of precedence. In the event of conflict, the following order applies, the earlier prevailing: (a) the DPA, in respect of personal data; (b) an executed Order Schedule, for the terms it expressly states; (c) Annex 08; (d) the body of this Agreement; (e) the Platform order record; (f) the SLA; (g) the AUP; (h) the Platform Terms of Service; and (i) the Documentation.

2.4  Affiliates. A Customer Affiliate that satisfies clause 3.1 may place Orders under its own Platform account. For those Orders the Affiliate is the Customer, and the Customer that executed this Agreement is jointly and severally liable with the Affiliate for the Affiliate's obligations. An Affiliate that does not satisfy clause 3.1 may not place Orders.

2.5  Non-exclusivity. This Agreement does not oblige the Customer to order any minimum volume beyond the commitments stated in an Order.

2.6  Letters of Intent. Where the Customer or its Affiliate has executed an LOI, the Order gives effect to the capacity, rate and Term reserved in the LOI on the terms shown in the Platform. Where the LOI was executed with DCXPS Inc., the Order under this Agreement gives effect to the reservation and supersedes the LOI as regards the Customer; the confirmation of the reservation by DCXPS Inc. is attached to the Order Schedule.

3.1  Eligibility. DCXPS provides the Services only to legal persons and entrepreneurs established in the EEA or in another jurisdiction under clause 3.3, and only for their business purposes. The Customer represents on the date of this Agreement and on the date of each Order that it is established in the jurisdiction stated in its Platform account.

3.2  United States perimeter. DCXPS does not offer or provide the Services to any person established, incorporated or headquartered in the United States of America. The Customer shall not procure the Services for the benefit of, or on behalf of, any such person. Persons established in the United States are served by DCXPS Inc., a separate legal entity, under its own agreements.

3.3  Other jurisdictions. A customer established outside the EEA and outside the United States may order the Services without approval by DCXPS, subject to clause 19.

3.4  Change of circumstances. The Customer shall notify DCXPS without undue delay if it ceases to satisfy clause 3.1 or 3.2, including as a result of a change of control. DCXPS may then terminate the affected Orders on thirty (30) days' notice, with a pro-rata refund of the Term Fee for the unused part of the Service Period; clause 10 applies to the exit.

4.1  Managed Sovereign Capacity. DCXPS provides the Services as Managed Sovereign Capacity, comprising:

(a) dedicated bare-metal GPU servers installed in a Unit at a DCXPS Facility and allocated exclusively to the Customer for the Term;

(b) private networking and dedicated storage for those servers, logically separated from the networks and storage of other customers;

(c) the Pre-installed AI Stack, installed at provisioning;

(d) the Platform, including provisioning, orchestration, Chapek AI Studio, metering, reporting and support ticketing; and

(e) the operation of the servers, the Units and the DCXPS Facility, including power, cooling, hardware and maintenance, by DCXPS under the Sovereignty Commitments.

4.2  Facility. DCXPS performs every Order at a DCXPS Facility in the Czech Republic. DCXPS does not install or operate servers or Units at premises of the Customer or of a third party.

4.3  Service description. The Services, the server configuration (GPU type and count, memory, storage and network), the number of servers, the DCXPS Facility, the Term, the Fees and any AI engineering support are described in the Order. The technical specification of the servers referenced in the Order is the DCXPS specification identified in the Platform by document number and revision.

4.4  Platform. DCXPS makes the Platform available to the Customer as part of the Services under the license in clause 15.2. The Customer accesses and administers its servers through the Platform and through the interfaces described in the Documentation.

4.5  Operation and maintenance. DCXPS operates and maintains the servers, the Units and the Platform in accordance with the Documentation, the SLA and Annex 08. DCXPS performs maintenance as Planned Maintenance announced under section 5.1 of the SLA or as emergency maintenance under section 5.2 of the SLA; the deployment of a security patch that does not interrupt the Services requires no notice (clause 13.3; Annex 08, Part B, section B.7.7). DCXPS manages the server and switch hardware through the Out-of-Band Management Network from within the DCXPS Facility; DCXPS logs every out-of-band maintenance session and makes the log for the Customer's servers available to the Customer on request.

4.6  No monitoring of Customer Data. DCXPS does not monitor, access, review or use Customer Data except (a) as instructed by the Customer under the DPA; (b) to the extent strictly necessary to provide, secure and support the Services; or (c) as required by Union or Czech law. DCXPS has no general obligation to monitor Customer Data or to actively seek facts or circumstances indicating illegal activity (Article 8 of the DSA).

4.7  Changes to the Services. DCXPS may modify the Services and the Platform to improve their security, performance or features, provided that the modification does not materially reduce the functionality, security or sovereignty characteristics of the Services ordered. DCXPS announces each modification through the Platform and updates the Documentation accordingly. A modification that materially reduces the functionality, security or sovereignty characteristics of the Services ordered is a "Material Adverse Change", and the Customer may terminate the affected Order under clause 9.5. Changes to the AUP, the Platform Terms of Service and the Documentation that do not describe a modification under this clause are governed by clause 26.4.

4.8  AI engineering support. Each Order includes one AI engineering engagement at no additional charge, scoped from the catalog shown in the Platform at the time of the Order (AI DevOps migration; post-training of open-source models; RAG pipeline setup; open-source model deployment and serving; custom AI stack configuration) and performed by DCXPS engineers located in the EEA together with the Customer's technical team. Where an LOI reserves the engagement, the Order gives effect to that reservation. Additional engineering hours are provided at the rates shown in the Platform. AI engineering support involves human intervention and is identified separately in the Order and in the tax documents.

4.9  Reporting through the Platform. DCXPS delivers through the Platform, and the Customer accepts delivery there of, order confirmations, pro-forma and tax documents, payment receipts, Prepaid Balance statements, usage and metering data, monthly service reports under the SLA, Service Credits, incident and maintenance notices, the software bill of materials on request, and the Documentation. Notices of termination, of withdrawal and of Government Access Requests are also given under clause 24.

4.10  Beta features. Features identified in the Platform as beta are provided without the service levels of the SLA and without the warranties in clause 16.2(a) and (b), and DCXPS may withdraw them on notice through the Platform.

5.1  Provisioning. DCXPS provisions the Services through the Platform's automated pipeline after receipt of the Term Fee under clause 8.2. Target RFS Dates shown in the Platform are estimates unless an executed Order Schedule states a binding RFS Date and the remedy for missing it. The Service Period starts on the RFS Date. The Customer shall report through the Platform within five (5) Business Days after the RFS Date any respect in which the provisioned configuration does not conform to the Order. DCXPS corrects a reported non-conformity without undue delay.

5.2  Title to servers and Units. The servers and the Units remain the property of DCXPS or of its lessor at all times. The Customer acquires no title, lien or security interest in them and no right to use any defined space in a DCXPS Facility.

5.3  Late provisioning. If the RFS Date of an Order has not occurred within thirty (30) days after the target RFS Date shown in the Platform for reasons attributable to DCXPS, the Customer may withdraw from the Order by notice through the Platform. DCXPS refunds the Term Fee paid for that Order within fourteen (14) days of the notice. No other remedy applies to late provisioning unless an executed Order Schedule states a binding RFS Date and the associated remedy.

6.1  Union-only operation. DCXPS designs, operates and evidences the Services in accordance with the Sovereignty Criteria and commits that:

(a) DCXPS is and remains established in the Union;

(b) all infrastructure and assets used to provide the Services, including those of subcontractors, are located in the Union; the Payment Processor is established in the Union and its infrastructure is outside this commitment;

(c) Customer Data, Account Data and Service Telemetry are stored and processed by DCXPS and its processors only in the Union; the card schemes through which the Payment Processor settles card payments act as independent controllers of card payment data under the Privacy Notice and are outside this commitment;

(d) technical support is initiated and performed only from within the Union by personnel satisfying clause 6.7; and

(e) the Services are not provided from any system located in a Third Country, and Customer Data, the Platform and the Management Plane do not depend on any such system; the vendor cloud services that receive hardware inventory, health and licensing telemetry of the servers and the network equipment, without Customer Data, are listed in Annex 08, Part B, section B.4 and are governed by section B.2.7 of that Annex.

6.2  No Third-Country control. DCXPS represents that it is not controlled, directly or indirectly, by any natural or legal person established in a Third Country and that no such person holds five percent (5%) or more of its share capital or voting rights, and undertakes to maintain that position. DCXPS shall notify the Customer within ten (10) Business Days of any change in its ownership or control that would make this representation untrue; the Customer may then terminate the affected Order under clause 9.5.

6.3  Affiliate separation. DCXPS Inc., a separate legal entity incorporated in the State of Delaware, United States of America, holds no administrative credentials, decryption keys, privileged accounts or other means of access to or retrieval of the Services, the Customer's Platform account or Customer Data, performs no operational, security or support function for DCXPS, and has no contractual right to obtain Customer Data. DCXPS shall procure that DCXPS Inc. refers to DCXPS any Government Access Request it receives concerning Customer Data; DCXPS handles the request under clause 6.5.

6.4  Software supply chain. DCXPS maintains a software bill of materials for the Platform, the Management Plane and the firmware of the servers; identifies every software component originating from a Third-Country vendor; disables or controls the remote features of such components; performs or procures source-code audits of security-relevant components where source access exists; and maintains a documented migration plan for each Third-Country dependency, as described in Annex 08, Part B, section B.7. DCXPS makes the current software bill of materials available to the Customer through the Platform on request, as Confidential Information of DCXPS.

6.5  Government Access Requests. DCXPS shall handle every Government Access Request in accordance with the Government Access Protocol in Annex 08, Part C, which implements Article 32 of the Data Act, Article 48 of the GDPR and Regulation (EU) 2023/1543. Under that Protocol DCXPS:

(a) does not disclose Customer Data voluntarily;

(b) recognizes a decision of a Third-Country authority only where it is based on an international agreement in force between that Third Country and the Union or the Czech Republic;

(c) challenges a request that is not so based;

(d) discloses only the minimum data permissible under the request; and

(e) informs the Customer before complying, unless the law prohibits it or the request serves law-enforcement purposes and the information would prejudice the effectiveness of that activity, in which case DCXPS informs the Customer as soon as the prohibition ceases.

6.6  Transparency. DCXPS publishes, and keeps up to date, on the web page identified in Annex 08, Part D, the jurisdiction to which the ICT infrastructure deployed for the Services is subject and a general description of the technical, organizational and contractual measures adopted to prevent international governmental access to or transfer of non-personal data held in the Union where such access or transfer would conflict with Union or Czech law (Article 28 of the Data Act). The web page is: chapek.io/legal.

6.7  Personnel. DCXPS shall ensure that every member of its personnel, including personnel of subcontractors, who has physical or logical access to the servers, the Platform or Customer Data (a) has been assessed by DCXPS as qualified for the work for which the access is granted and is authorized by DCXPS to perform it; and (b) where the person has logical access, has passed the background screening described in Annex 08, Part B, section B.5. DCXPS maintains a register of such personnel and makes it available to the Customer on request.

6.8  No training on Customer Data. DCXPS shall not use Customer Data, Exportable Data or data generated by the Customer's use of the Services to train, fine-tune, evaluate or improve any AI model or system, whether its own or a third party's, and shall bind its subcontractors by contract to the same prohibition.

6.9  Certifications. DCXPS shall maintain the certifications and attestations listed in Annex 08, Part B, section B.6, in accordance with the roadmap stated there, and shall inform the Customer through the Platform of any change in their status. No certification, attestation or recognition is represented as held unless Annex 08, Part B, section B.6 states that it is held.

7.1  Lawful use. The Customer shall use the Services in accordance with this Agreement, the AUP, the Documentation and applicable law. The Customer is responsible for all use of the Services by its Users.

7.2  Customer Data. The Customer is responsible for the lawfulness, accuracy and content of Customer Data, for obtaining all rights and consents required for its processing through the Services, and for determining the purposes and means of processing of any personal data in Customer Data.

7.3  AI Act responsibilities. The Customer acknowledges that DCXPS provides computing infrastructure and platform services and does not place on the market, put into service or deploy any AI system or general-purpose AI model on the Customer's behalf. The Customer is solely responsible for its obligations as provider, deployer, importer or distributor under the AI Act in respect of any AI system or model it develops, fine-tunes, serves or uses through the Services, including the obligations that arise where the Customer modifies a general-purpose AI model. Where DCXPS makes third-party models available through the Platform, the respective roles are allocated in the Order.

7.4  Backups and continuity. Unless the Order includes managed backup, the Customer is responsible for backing up Customer Data and for its own business continuity arrangements.

7.5  Credentials and keys. The Customer shall keep its Platform credentials and any encryption keys it holds secure and shall enable multi-factor authentication for administrative roles. The Customer shall notify DCXPS without undue delay of any suspected compromise of its credentials or keys. DCXPS is not liable for loss of Customer Data that results from the loss of keys held by the Customer.

7.6  Cooperation. The Customer shall provide the information, decisions, approvals and access reasonably required for DCXPS to perform the Services and shall keep its Platform account, billing and screening data accurate.

8.1  Fees. The Customer shall pay the Fees shown in the Platform at the time of the Order. Fees are Term Fees for dedicated servers for the selected Term (monthly, quarterly or annual), fixed for the Term, with no additional charges other than for the options selected in the Order. The Chapek.io List Prices identify the server configuration, the monthly price per server (730 hours) and the resulting Term Fee for each Term. Where the Customer or its Affiliate has executed an LOI, the rate reserved in the LOI applies, together with the early-adopter benefit shown in the Platform for LOI signatories registered on the Platform by the date stated there.

8.2  Prepayment. All Fees are paid in advance of consumption. The Term Fee for each Service Period is due before that Service Period starts and is paid (a) by card through the Payment Processor at the time of the Order and at each renewal; or (b) by bank transfer against a pro-forma document issued by the Platform, in which case provisioning or renewal takes place after the funds have been credited to DCXPS's bank account. Metered or optional items, where offered, are drawn from the Prepaid Balance and are suspended when the Prepaid Balance is exhausted. DCXPS grants no credit terms and does not invoice in arrears.

8.3  Tax documents and receipts. The Platform issues a tax document for each payment received within fifteen (15) days of the day on which the obligation to declare the tax or the supply arose (Section 28(1)(d) and (8) of Act No. 235/2004 Coll., on Value Added Tax, as amended), issues a receipt for each card payment, and makes both available in the Platform. The Customer shall keep its VAT identification number and invoicing details in the Platform accurate; tax documents are issued to the details on record at the time of payment.

8.4  Renewal payments. For Orders that renew under clause 9.2, the Platform charges the renewal Term Fee to the Customer's registered card, or issues the pro-forma document, on the day after the Non-Renewal Deadline. A renewal Term Fee charged or paid under this clause is not refunded, except as provided in clause 8.8. Subject to receipt of the renewal Term Fee and to clause 10, where renewal is disabled or notice of non-renewal is given after the Non-Renewal Deadline, the Order renews for one further Service Period and ends at the end of that Service Period. If the renewal Term Fee has not been received by the end of the current Service Period, the Order does not renew, the Services end on that date, and clause 10.4 applies.

8.5  Non-payment and chargebacks. DCXPS may withhold provisioning of an Order for which payment has not been received and may suspend the Services under clause 9.7 where a card payment is reversed or charged back. Amounts due and unpaid bear default interest at the statutory rate (Section 1970 of the Civil Code and Government Regulation No. 351/2013 Coll.) from the due date until payment.

8.6  No egress charges. DCXPS charges no fee for data egress, bandwidth, data retrieval or switching, including the retrieval of Exportable Data under clause 10. This clause applies from the Effective Date, irrespective of the transitional regime in Article 29 of the Data Act.

8.7  Disputed charges. The Customer shall notify DCXPS through the Platform of any disputed charge, with reasons, within fifteen (15) Business Days of the tax document. DCXPS reviews the dispute within ten (10) Business Days and corrects any error by credit to the Prepaid Balance or by refund. The Parties resolve any remaining dispute under clause 25.

8.8  Refunds. Term Fees paid for a Service Period are not refunded except as follows: (a) DCXPS refunds the Term Fee pro rata for the unused part of the Service Period where DCXPS terminates under clause 3.4, where the Customer terminates under clause 9.5, 23.2 or 26.4 or under section 6 of the SLA (chronic failure), where the Customer withdraws under clause 9.4 for a substantial breach by DCXPS, or where either Party terminates under clause 22.1; (b) DCXPS refunds the Term Fee in full where the Customer withdraws under clause 5.3 or DCXPS declines an Order under clause 2.2; and (c) DCXPS refunds or credits amounts as provided in clause 8.7 and in the SLA. Unless this Agreement states a shorter period, DCXPS pays a refund within thirty (30) days after the termination or withdrawal takes effect, by the method used for the payment or, at the Customer's election, by credit to the Prepaid Balance. Prepaid Balance not consumed at the end of this Agreement is refunded within 30 days.

8.9  Taxes. Fees are exclusive of value added tax and of other applicable taxes. For Customers that are taxable persons established in another Member State, the Platform issues tax documents without Czech VAT under the reverse-charge mechanism and the Customer accounts for the VAT in its Member State; DCXPS treats a Customer that provides a VAT identification number verified in the VAT Information Exchange System as a taxable person, and a Customer that provides none as a non-taxable person unless DCXPS has information to the contrary. For public bodies and other non-taxable persons established in another Member State, DCXPS applies the VAT of the Customer's Member State through the One-Stop-Shop scheme where the Services qualify as electronically supplied services; services involving more than minimal human intervention, including the AI engineering support under clause 4.8, are invoiced with Czech VAT. Customers established in the Czech Republic are invoiced with Czech VAT. If the law of the Customer's jurisdiction requires a withholding from any payment, the Customer shall increase the payment so that DCXPS receives the amount it would have received without the withholding, unless treaty relief applies on documentation provided by the Customer.

8.10  Price changes. DCXPS may change the Chapek.io List Prices on sixty (60) days' notice through the Platform, with effect from the first Service Period that starts after the notice period. The Fees for an Order are fixed for its Term.

9.1  Term. This Agreement commences on the date of its last signature or, where it is concluded through the Platform, on the Customer's acceptance in the Platform (the "Effective Date") and continues until terminated under this clause 9. Each Order runs for its Term from its RFS Date and renews under clause 9.2.

9.2  Renewal. An Order renews for successive Service Periods of the same length at the Chapek.io List Prices then in force for that Term, subject to receipt of the renewal Term Fee under clause 8.4, unless, by 24:00 Central European Time or Central European Summer Time, as in force, on the thirtieth (30th) day or, for a monthly Service Period, on the fourteenth (14th) day before the last day of the current Service Period (the "Non-Renewal Deadline"), the Customer has disabled renewal in the Platform or a notice of non-renewal given by either Party has been delivered to the other Party. The Non-Renewal Deadline applies whether or not it falls on a Business Day.

9.3  Termination for convenience. The Customer may disable the renewal of any Order in the Platform at any time; the Order then ends at the end of the current Service Period or, where renewal is disabled after the Non-Renewal Deadline, at the end of the Service Period for which the Order renews under clause 8.4. Disabling renewal gives no right to a refund of Term Fees already paid. DCXPS may terminate this Agreement for convenience on six (6) months' notice; Orders then in force are not affected and continue until the end of their current Service Period or, for an annual Term, until the end of the Term.

9.4  Withdrawal. Either Party may withdraw from this Agreement or from the affected Order by written notice, with effect from delivery of the notice, if (a) the other Party commits a substantial breach of this Agreement within the meaning of Section 2002(1) of the Civil Code; or (b) the other Party becomes insolvent, enters into liquidation, is the subject of an insolvency petition that is not dismissed within sixty (60) days, or ceases to carry on business. The Parties agree that the following breaches are substantial: (i) a breach capable of remedy that is not remedied within thirty (30) days after written notice specifying the breach; (ii) a breach incapable of remedy; and (iii) in the case of the Customer, a breach of clause 3, a breach of clause 7.1 as regards the AUP that creates a risk to DCXPS, to other customers or to third parties, or a breach of clause 19; and (iv) in the case of DCXPS, an event stated in section 10.2 of the DPA, in which case the Customer may withdraw from the affected Order or, where the event affects every Order, from this Agreement. No other breach is a substantial breach.

9.5  Termination for sovereignty events. The Customer may terminate an affected Order on thirty (30) days' notice, with a pro-rata refund of the Term Fee for the unused part of the Service Period, if (a) DCXPS notifies, or the Customer otherwise establishes, a change under clause 6.2; (b) DCXPS makes a Material Adverse Change under clause 4.7; or (c) DCXPS fails to remedy a non-conformity with clause 6.1 or clause 6.3 within thirty (30) days after becoming aware of it under Annex 08, Part B, section B.3.3.

9.6  Consequences. Termination of or withdrawal from this Agreement ends every Order with effect from the date on which the termination or withdrawal takes effect, subject to clause 9.3. On termination of, withdrawal from or expiry of an Order: (a) clause 10 applies; (b) the Customer shall pay any Fees accrued and unpaid; (c) DCXPS refunds any amount due under clause 8.8; (d) where DCXPS withdraws under clause 9.4 for a substantial breach by the Customer, the Term Fee paid for the current Service Period, up to the Term Fee for three (3) months, is forfeited to DCXPS as a contractual penalty, and, by derogation from Section 2050 of the Civil Code, DCXPS's right to claim damages exceeding the penalty is preserved; and (e) clauses 1, 6.5, 8, 10, 12, 14, 15, 17, 18, 24, 25 and 26, and every other clause that by its nature is intended to survive, survive.

9.7  Suspension. DCXPS may suspend the Services, in whole or in part, to the extent necessary (a) to comply with an order of a competent Union or Czech authority or court; (b) to prevent or contain a security incident or a breach of the AUP that creates a risk to DCXPS, to other customers or to third parties; (c) under clause 8.5; or (d) where the screening under clause 19.3 identifies a listed person. DCXPS gives prior notice through the Platform where practicable, limits the suspension to what is necessary, and lifts it as soon as the ground has ceased. Suspension does not delete Customer Data. A suspension attributable to the Customer does not extend the Service Period and gives no right to Service Credits or to a refund.

10.1  Right to switch. The Customer may at any time terminate an Order in order to switch to another provider of data processing services or to on-premises infrastructure, or to erase its Exportable Data, by notice through the Platform with a notice period not exceeding two (2) months (the "Switching Notice"). On expiry of the Switching Notice the Customer shall inform DCXPS whether it will switch to another provider, identifying that provider, move to on-premises infrastructure, or erase its data. Term Fees already paid for the current Service Period are not refunded on switching. The Customer is not charged for any Service Period that starts after the end of the transitional period.

10.2  Transitional period. A transitional period of thirty (30) calendar days starts on expiry of the Switching Notice where the Customer elects to switch to another provider or to on-premises infrastructure. During the transitional period the Order remains in force and DCXPS shall (a) provide reasonable assistance to the Customer and to the authorized third parties it designates; (b) act with due care to maintain business continuity and continue to provide the Services; (c) provide clear information on known risks to continuity; and (d) maintain a high level of security, including of Customer Data in transit and during retrieval. If DCXPS demonstrates that the thirty-day period is technically unfeasible, it shall notify the Customer within fourteen (14) Business Days of the Switching Notice, with reasons, and propose an alternative period not exceeding seven (7) months. The Customer may extend the transitional period once by the period it considers appropriate. The Order is deemed terminated (i) upon successful completion of the switching process or (ii) where the Customer elects erasure of its Exportable Data and digital assets without switching, upon expiry of the notice period stated in the Switching Notice. DCXPS notifies the Customer of the termination through the Platform.

10.3  Exportable Data and formats. DCXPS shall make all Exportable Data and digital assets available for retrieval in a structured, commonly used and machine-readable format, through the export functionality and interfaces described in the Documentation, and shall support the Customer's exit strategy, including by providing relevant information. The Order lists exhaustively the categories of data and digital assets that can be ported, including at least all Exportable Data, and any categories exempted on trade-secret grounds.

10.4  Retrieval and erasure. Unless the Customer elects erasure without switching, DCXPS shall keep Exportable Data available for retrieval, at no charge, for at least thirty (30) calendar days after the end of the transitional period or, where an Order ends by expiry or non-renewal, after the end of the last Service Period (the "Retrieval Period"). After the Retrieval Period, or a later date agreed in writing, DCXPS shall erase all Exportable Data and digital assets within thirty (30) days after the end of the Retrieval Period or of that later date, provided that the switching process, if any, has been completed successfully, and shall certify the erasure on request. DCXPS deletes copies of Customer Data held in backups within ninety (90) days after the end of the Retrieval Period or, where the Customer elects erasure without switching, after termination of the affected Order. Where the Customer elects erasure without switching, DCXPS erases the Exportable Data and digital assets within thirty (30) calendar days after termination of the affected Order. DCXPS sanitizes data-bearing media by cryptographic erasure and, where media are retired, by purge in accordance with NIST SP 800-88 Rev. 2 before they leave the DCXPS Facility, including before any return to a vendor, and confirms the sanitization in writing on request.

10.5  No switching charges. DCXPS charges no switching charges, egress charges or early-retrieval charges for the switching process. Where the Customer has selected a quarterly or annual Term, the Fees for the committed Term are disclosed in the Platform before the Order is placed; no other early-termination amount applies.

10.6  Functional equivalence. For infrastructure services within the scope of Article 30(1) of the Data Act, DCXPS shall take all reasonable measures in its power to facilitate functional equivalence in the use of the destination service. For other Services, DCXPS makes open interfaces available in accordance with Article 30(2) and (3) of the Data Act.

11.1  SLA. DCXPS shall provide the Services in accordance with the SLA, including the four-layer support model and the response and resolution commitments stated there. The Platform applies Service Credits automatically. Service Credits are the Customer's sole financial remedy for a failure to meet a service level, without prejudice to the Customer's rights under clause 9.4 and under section 6 of the SLA.

11.2  Measurement. DCXPS measures availability and the other service levels by its monitoring in accordance with the SLA and reports them monthly in the Platform.

12.1  Roles. In respect of personal data in Customer Data, the Customer is the controller (or a processor acting for its own controllers) and DCXPS is the processor; the DPA applies to that processing. In respect of Account Data, including payment data processed through the Payment Processor, DCXPS is an independent controller and the Privacy Notice applies.

12.2  Location. All processing of personal data by DCXPS takes place in the Union. DCXPS shall not transfer personal data to a Third Country and shall not permit remote access to personal data from a Third Country.

12.3  Sub-processors. DCXPS engages only the sub-processors listed in the DPA, all established in the Union, and gives the Customer notice and an objection right before adding or replacing a sub-processor, as set out in the DPA.

13.1  Security measures. DCXPS shall implement and maintain the technical and organizational measures in Annex 08 and in Annex B of the DPA, aligned with ISO/IEC 27001 and with Article 21 of Directive (EU) 2022/2555 as transposed by Act No. 264/2025 Coll., on Cybersecurity, irrespective of whether DCXPS is a regulated entity under that Act at the relevant time. Card data is processed only by the Payment Processor under PCI DSS; DCXPS stores no full card numbers.

13.2  Incident notification. DCXPS shall notify the Customer through the Platform and by e-mail of any security incident affecting the Customer's servers, Platform account or Customer Data without undue delay and in any event within twenty-four (24) hours after becoming aware of it, with the information then available, and shall provide updates and a final report within thirty (30) days.

13.3  Vulnerability handling. DCXPS operates a coordinated vulnerability disclosure process, starts the deployment of security patches to the Platform, the Management Plane, the firmware of the servers and the Pre-installed AI Stack within the periods and in the manner stated in Annex 08, Part B, section B.7.7, and informs the Customer through the Platform of vendor advisories relevant to its servers. Patching of software installed by the Customer above the Pre-installed AI Stack is the Customer's responsibility.

13.4  Testing. DCXPS procures an annual penetration test of the Platform and of the shared infrastructure by an independent tester and provides the executive summary to the Customer on request. The Customer may conduct its own penetration tests of its servers on prior notice through the Platform and under rules of engagement agreed with DCXPS in writing. DCXPS participates in threat-led penetration testing required of the Customer under Article 26 of DORA on the terms in Annex 08, Part E.

14.1  Definition. "Confidential Information" means all information disclosed by a Party to the other Party in connection with this Agreement that is marked confidential or that a reasonable person would consider confidential, including Customer Data, the Orders, the Fees, the evidence maintained under Annex 08, the software bill of materials, security reports and the existence of Government Access Requests. Customer Data is Confidential Information of the Customer irrespective of marking.

14.2  Obligations. Each Party shall keep the other Party's Confidential Information confidential, use it only for the purposes of this Agreement, and protect it with at least the care it applies to its own confidential information and not less than reasonable care. Each Party may disclose Confidential Information only to its personnel, Affiliates (subject to clause 6.3), professional advisers, auditors, financiers and permitted subcontractors who need to know it and are bound by obligations of confidentiality equivalent to this clause 14.

14.3  Exceptions. The obligations in clause 14.2 do not apply to information that is or becomes public without breach of this Agreement, was lawfully known to the receiving Party before disclosure, is independently developed, or is lawfully received from a third party without restriction. A Party may disclose Confidential Information where required by law applicable to that Party or by a competent authority or court, subject, in the case of DCXPS, to clause 6.5, and subject to giving the other Party prompt notice where legally permitted.

14.4  Duration. This clause 14 applies during the term of this Agreement and for five (5) years after its termination; for Customer Data and trade secrets it applies for as long as the information remains confidential.

15.1  DCXPS materials. DCXPS and its licensors retain all intellectual property rights in the Platform, the Management Plane, the Documentation and DCXPS know-how, and all improvements to them. No rights are granted except as expressly stated in this Agreement.

15.2  License to the Customer. DCXPS grants the Customer a non-exclusive, non-transferable, non-sublicensable license for the Term of the applicable Order to use the Platform and the Documentation solely for the internal purposes of the Customer and its Affiliates in connection with the Services. The Customer shall not copy, modify, reverse engineer, decompile or create derivative works of the Platform except as permitted by mandatory law, and shall not remove proprietary notices.

15.3  Customer Data and outputs. As between the Parties, the Customer owns all Customer Data, including models, weights, fine-tuned models and outputs generated by the Customer's use of the Services, and DCXPS acquires no rights in them other than the limited right to process them to provide the Services. Clause 6.8 applies.

15.4  Third-party and open-source software. The Services include third-party and open-source software components listed in the software bill of materials. Open-source components are licensed under their own terms, which prevail over this Agreement for those components to the extent of any conflict. Third-party models made available through the Platform are subject to the model license terms identified in the Order.

15.5  Feedback. DCXPS may use suggestions or feedback provided by the Customer about the Services without obligation, provided that no Customer Data or Confidential Information of the Customer is used.

15.6  Continuity of license. DCXPS represents that it holds the rights necessary for the grant in clause 15.2 for the full Term of every Order, including the transitional period and the Retrieval Period under clause 10.

16.1  Mutual. Each Party warrants that it has full power and authority to enter into and perform this Agreement and that doing so does not breach any agreement binding on it.

16.2  DCXPS. DCXPS warrants that (a) the Services will be performed with reasonable skill and care by suitably qualified personnel and in accordance with the Documentation; (b) the Services will conform in all material respects to the Order, Annex 08 and the SLA; and (c) DCXPS complies with the laws applicable to it as a provider of the Services, including the GDPR, the Data Act, the DSA, Regulation (EU) 2023/1543 and Act No. 264/2025 Coll., on Cybersecurity, to the extent applicable.

16.3  Customer. The Customer warrants that (a) it will comply with all laws applicable to its use of the Services and to Customer Data; (b) Customer Data and its use will not infringe third-party rights; and (c) its representations in clauses 3 and 19 are and will remain true.

16.4  Disclaimer. Except as expressly stated in this Agreement, and to the extent permitted by law, all warranties, conditions and terms implied by statute or otherwise are excluded. DCXPS does not warrant that the Services will be uninterrupted or error-free, that any AI model will produce any particular output, or that the Services will meet requirements not stated in the Order. The Customer's rights from defective performance of the Services are those stated in this Agreement, the SLA and the DPA; this clause 16.4 constitutes the Customer's written waiver, under Section 1916(2) of the Civil Code, of any further rights from defective performance. The Customer confirms that it has read this clause and accepts it expressly.

17.1  By DCXPS. DCXPS shall defend the Customer against any third-party claim alleging that the Platform or the Documentation, as provided by DCXPS and used in accordance with this Agreement, infringes an intellectual property right valid in the Union, and shall pay the damages finally awarded or agreed in settlement. DCXPS may, at its option, procure the right for the Customer to continue using the affected item, modify or replace it so that it is non-infringing, or, if neither is commercially reasonable, terminate the affected Order and refund the Term Fee pro rata for the unused part of the Service Period. This clause does not apply to claims arising from Customer Data, from modifications made by the Customer, from third-party models or open-source components, or from use in breach of this Agreement.

17.2  By the Customer. The Customer shall defend DCXPS against any third-party claim arising from Customer Data, from the use of the Services by the Customer or its Users in breach of this Agreement, the AUP or applicable law, or from the Customer's AI systems or models, and shall pay the damages finally awarded or agreed in settlement.

17.3  Procedure. The indemnified Party shall notify the indemnifying Party of the claim without undue delay, allow it to control the defense and any settlement, and provide reasonable cooperation at the indemnifying Party's cost. No settlement may admit fault of, or impose obligations on, the indemnified Party without its consent.

18.1  Cap. Subject to clause 18.3, the total aggregate liability of each Party arising out of or in connection with an Order, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the Fees paid under that Order in the twelve (12) months preceding the event giving rise to the claim or, where the event occurs in the first 12 months of the Order, twelve times the average monthly Fees under that Order.

18.2  Excluded damage. Subject to clause 18.3, neither Party is liable to the other for lost profit, lost revenue, lost business opportunity, loss of anticipated savings or reputational harm. Loss or corruption of Customer Data caused by a breach of Annex 08 or of the DPA by DCXPS is direct damage recoverable up to the cap in clause 18.1.

18.3  Unlimited liability and special cap. Nothing in this Agreement limits or excludes liability (a) for death or personal injury or for harm to a person's natural rights; (b) for harm caused intentionally or by gross negligence (Section 2898 of the Civil Code); (c) for fraud; (d) under clause 17; or (e) that cannot be limited under applicable law. Liability for breach of clause 14 or of clause 6.3 is limited to an amount equal to the cap in clause 18.1 for the Order to which the breach relates or, where the breach relates to no Order, to the highest Fees paid under this Agreement in any period of twelve (12) consecutive months; this amount applies separately from, and in addition to, the cap in clause 18.1.

18.4  Service Credits. Service Credits applied under the SLA count towards the cap in clause 18.1.

19.1  Sanctions. The Customer represents that neither it, nor any of its owners of ten percent (10%) or more, directors or Users, is a person listed on, or owned or controlled by a person listed on, any sanctions list of the United Nations, the Union, the Czech Republic or, to the extent applicable to the Services or the servers, the United States or the United Kingdom, and that it is not established in a country or territory that is the subject of comprehensive sanctions or an embargo imposed by any of them.

19.2  Export control. The Customer shall comply with Regulation (EU) 2021/821, including its Annex I as replaced by Commission Delegated Regulation (EU) 2025/2003, and with the other export-control laws applicable to the Services and the servers. The Customer shall not use the Services for any end use prohibited by those laws, including nuclear, chemical, biological or missile-related activities and military end uses in destinations subject to an arms embargo, and shall not provide access to the Services to any person or destination to which such access is prohibited.

19.3  Screening. DCXPS screens the Customer and its Users against the applicable sanctions lists after the creation of the Customer's Platform account and before the first Order or, if earlier, before this Agreement is concluded, before each provisioning and periodically. The Customer shall provide the information reasonably requested for the screening. Where the screening identifies a listed person, DCXPS may close the Customer's Platform account where no Order is in force, suspend the Services under clause 9.7 or withdraw under clause 9.4.

19.4  Anti-corruption. Each Party shall comply with the anti-bribery and anti-corruption laws applicable to it and shall not offer or accept any improper payment or advantage in connection with this Agreement.

20.1 DCXPS maintains, during the term of this Agreement, professional liability and cyber liability insurance appropriate to the Services and provides certificates of insurance on request. Where an executed Order Schedule states minimum limits, those limits apply to that Order.

21.1  Customer audit. The Customer may, once per calendar year and additionally after a security incident or a Government Access Request affecting it, audit DCXPS's compliance with the Sovereignty Criteria, Annex 08 and the DPA, by itself or through an independent auditor bound by confidentiality, on twenty (20) Business Days' notice, during Business Days, without disrupting operations and at the Customer's cost. DCXPS provides its third-party audit reports and certifications in satisfaction of an audit request where they cover the scope requested.

21.2  Regulated Customers. Where the Customer is a financial entity within the scope of DORA, or an entity subject to Directive (EU) 2022/2555 or to public procurement rules requiring specific contractual terms, the additional terms in Annex 08, Part E (DORA Addendum) or in the Order Schedule apply, including the unrestricted audit, inspection and access rights, the exit strategies and the participation in threat-led penetration testing required by Article 30 of DORA for ICT services supporting critical or important functions.

21.3  Authorities. DCXPS shall cooperate with the competent authorities supervising the Customer, including by granting them the access rights granted to the Customer under clause 21.1, to the extent required by law applicable to the Customer.

22.1 Neither Party is liable for a failure or delay in performance caused by an extraordinary, unforeseeable and insurmountable obstacle arising independently of its will (Section 2913(2) of the Civil Code), including failure of the public electricity grid beyond the redundancy of the DCXPS Facility, natural disaster, war, terrorism, epidemic and acts of public authorities, but excluding lack of funds and events caused by the affected Party's breach. The affected Party shall notify the other Party of the start and of the end of the event within ten (10) days, with a description of the event and its expected duration, shall mitigate its effects, and shall resume performance as soon as practicable. The deadlines of the affected Party are suspended for the duration of the event. If the event continues for more than sixty (60) days, either Party may terminate the affected Order by notice, with a pro-rata refund of the Term Fee for the unused part of the Service Period.

23.1  Assignment. Neither Party may assign this Agreement or an Order, or transfer rights or obligations under them, without the other Party's prior written consent, which may not be unreasonably withheld, except as provided in clause 23.3.

23.2  Subcontracting. DCXPS may subcontract parts of the Services to subcontractors established in the Union that satisfy the Sovereignty Commitments and are listed in Annex 08, Part B, section B.4. DCXPS remains liable for the performance of its subcontractors as for its own. DCXPS gives the Customer thirty (30) days' notice through the Platform of any new subcontractor with access to the servers, the Platform or Customer Data, and the Customer may object on reasonable grounds relating to sovereignty, security or data protection. If the objection cannot be resolved, the Customer may terminate the affected Order with a pro-rata refund of the Term Fee for the unused part of the Service Period.

23.3  DCXPS reorganization. DCXPS may assign this Agreement and the Orders to a successor entity established in the Union that satisfies clause 6.2 and assumes all obligations, on written notice to the Customer. The Customer gives its consent in advance to such an assignment in accordance with Section 1897(1) of the Civil Code.

23.4  Change of control of the Customer. The Customer shall notify DCXPS of any change of control within ten (10) Business Days. Where the acquirer is established in the United States or in a jurisdiction not eligible under clause 3, clause 3.4 applies.

24.1 Operational notices (orders, payments, tax documents, incidents, maintenance, Service Credits and service reports) are given through the Platform and by e-mail to the contacts designated in the Platform account, and the Customer accepts delivery there. Notices of termination, of withdrawal, of a Government Access Request and of a dispute shall additionally be sent by registered post, or by e-mail with confirmation of receipt, to the legal contact designated in the Platform account or in the Order Schedule.

24.2  Deemed delivery. A notice sent by e-mail is deemed delivered on the next Business Day after it is sent unless the sender receives a non-delivery report. A notice sent by registered post within the Czech Republic is deemed delivered on the third Business Day after dispatch and, from or to another Member State, on the tenth Business Day after dispatch, unless earlier receipt is proved.

25.1  Escalation. The Parties shall first attempt to resolve any dispute by negotiation between their designated executives for thirty (30) days from written notice of the dispute.

25.2  Governing law. This Agreement and all non-contractual obligations arising out of or in connection with it are governed by the laws of the Czech Republic, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

25.3  Jurisdiction. The courts of the Czech Republic have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement; the court of first instance with local jurisdiction is the court for the registered seat of DCXPS.

25.4  Interim relief. Nothing in this clause 25 prevents a Party from seeking interim or injunctive relief from a competent court.

26.1  Entire agreement. This Agreement, its Annexes and the Orders constitute the entire agreement between the Parties on their subject matter and supersede all prior agreements, representations and understandings. The Parties exclude the application of Sections 1740(3), 1748, 1799 and 1800 of the Civil Code to the extent permitted by Section 1801 of the Civil Code.

26.2  Amendments. Amendments to this Agreement agreed between the Parties must be in writing and signed by both Parties or accepted by both Parties in the Platform; clause 26.4 governs Changes made by DCXPS.

26.3  Severability. If any provision of this Agreement is invalid or unenforceable, the Parties shall replace it by a valid provision closest to its economic purpose, and the remainder of this Agreement continues in force.

26.4  Changes to this Agreement and the Platform Documents. DCXPS may change this Agreement, the SLA, the DPA, Annex 08, the AUP, the Platform Terms of Service and the Documentation (each a "Change") to a reasonable extent where the Change is required by a change in law or by a decision of a competent authority, is needed to address a security risk or abuse of the Services, reflects a modification of the Services or of the Platform under clause 4.7, reflects a change in DCXPS's operations, certifications, subcontractors or supply chain, corrects an error or an ambiguity, or adapts the commercial terms for Service Periods that have not yet started. DCXPS announces each Change to the Customer through the Platform and by e-mail to the Customer's notice address, stating the Change, its reasons and the date on which it takes effect, at least sixty (60) days before that date, or at least fourteen (14) days before it where the Change is required to address a security risk or abuse or a change in law that allows no longer period; a Change to the Documentation that only describes a modification under clause 4.7 takes effect with that modification. The Customer may reject any Change by terminating the affected Orders or this Agreement by notice through the Platform before the Change takes effect, with effect from that date and with a pro-rata refund of the Term Fee for the unused part of the Service Period; no other obligation is attached to that termination (Section 1752(1) of the Civil Code). If the Customer does not reject a Change, the Change applies to every Order from the date on which it takes effect. A Change does not alter the Fees payable for a Service Period that the Customer has already paid for, and a Change that reduces a commitment of DCXPS under clause 6, the SLA, the DPA or Annex 08, Part B applies to a running Order only from the start of its next Service Period unless the Change is required by law. DCXPS keeps every version of this Agreement and of the Platform Documents, with its effective date, available in the Platform. Where an Order Schedule provides that a document changes only by written agreement of the Parties, that provision prevails for that Order.

26.5  No waiver. A failure or delay in exercising a right under this Agreement is not a waiver of it.

26.6  Relationship. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

26.7  Third parties. No third party has rights under this Agreement, except that DCXPS's licensors may enforce clause 15.

26.8  Language. This Agreement is executed in English. Any translation is for convenience only; the English version prevails.

26.9  Counterparts and signature. This Agreement is concluded by acceptance in the Platform by a person authorized to bind the Customer, recorded as described in clause 15.2 of the Platform Terms of Service, or, where the Customer requires it, in counterparts by qualified electronic signature within the meaning of Article 3(12) of Regulation (EU) No 910/2014, as amended, by advanced electronic signature based on a qualified certificate for electronic signature within the meaning of Article 3(11) and (15) of that Regulation, or in writing. An Order Schedule is executed by DCXPS by its issue in the Platform and by the Customer by acceptance in the Platform by a person authorized to bind the Customer, recorded as described in clause 15.2 of the Platform Terms of Service, or, where the Customer requires it, by both Parties by qualified electronic signature within the meaning of Article 3(12) of Regulation (EU) No 910/2014, by advanced electronic signature based on a qualified certificate for electronic signature within the meaning of Article 3(11) and (15) of that Regulation, or in writing.

26.10  Notices to authorities. The points of contact that DCXPS designates for the purposes of Articles 11 and 12 of the DSA and the designated establishment it designates under Directive (EU) 2023/1544 are stated in Annex 08, Part D, and on the DCXPS website.

[Concluded in the Platform (clause 26.9): accepted for the Customer by [name ●], [title ●], on [date and time ●]; Platform record [●]; version of this Agreement [●]. The signature blocks below apply only where the Customer requires a signed document.]