GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF OPERATION AND USE OF THE COMPANY'S SYSTEM

ECLECTIQ S.R.O.

 Valid and effective from 1 February 2024

I.

INTRODUCTORY PROVISIONS

Basic provisions

 The company ECLECTIQ s.r.o., with its registered office at Bílkova 855/19, Staré Město, 110 00 Prague 1, ID No.: 177 11 568, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert C 375402 ("Operator") is the operator of an online trading platform of an open nature with watches of all kinds available for download as a mobile app under the name „Eclectiq“, which provides users with the possibility to conclude a purchase contract and use other services ("Marketplace System").

The Operator is a company incorporated and established in the Czech Republic and its operation and operation of the Marketplace System is governed by the applicable laws of the Czech Republic, any disputes will be resolved by the Czech public authorities.

These General Terms and Conditions ("Terms and Conditions") are an integral part of the contract for the use of the Marketplace System ("Contract") concluded between the Operator as the operator of the Marketplace System and a specific natural or legal person as a user of the Marketplace System ("User"), they regulate the mutual rights and obligations of the parties under the Contract.

The Operator is entitled to unilaterally change the Terms and Conditions to a reasonable extent, in particular due to changes in legislation, technological changes or due to expansion or changes in the services provided by the Operator. The amendment of the Terms and Conditions does not affect the rights and obligations arising under the previous (older) version of the Terms and Conditions.

The change to the Terms and Conditions will be notified to Users by publishing the new version of the Terms and Conditions on www.eclectiq.co/terms. The User is entitled to reject the changes to the Terms and Conditions in the form of a notice delivered to the Operator. The notice period shall be seven (7) days and shall commence on the day following delivery of the notice to the Operator. The User is entitled to give such notice within seven (7) days from the date of publication of the Terms and Conditions on www.eclectiq.co/terms, otherwise the User is deemed to have accepted the new version of the Terms and Conditions.

In addition to the terms defined above, the following words and phrases appearing in the Terms and Conditions and capitalized have the meanings set forth below (unless otherwise specified in the Agreement or the Terms and Conditions):

"Buyer" means the User who, in the manner provided for in these Terms and Conditions, expresses an interest in purchasing the Goods;

"Offer" means any method of displaying Goods enabled through the Marketplace System and aimed at concluding a purchase contract between Users;

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

"Entrepreneur" means a natural or legal person fulfilling the characteristics of an entrepreneur pursuant to Section 420 or Section 421 of the Civil Code;

"Seller" means the User who is interested in selling the Goods displayed by the User in the Offer for this purpose;

"Service Fee" means the fee payable to the Operator for marketing, administrative and business services related to the issuance of the Offer or other business activities of the Operator;

"Secure Transfer " means the service provided by the Operator consisting in assessing the authenticity of the brand of the Goods, assessing the conformity of the data provided in the Offer with the facts and issuing a certificate of this assessment;

"Assessment Fee" means the fee payable to the Operator for the Secure Transfer Service consisting of an assessment of the authenticity of the brand of the Goods, an assessment of the conformity of the information provided in the Offer with the facts and the issue of a certificate of such assessment;

"Consumer" means a person who, outside the scope of his/her business activity or outside the scope of independent exercise of his/her profession, concludes a contract with the Entrepreneur or otherwise deals with him/her;

"Transaction" means the process of arranging an opportunity to enter into a purchase contract through the Marketplace System based on an Offer;

"User" - natural persons who have attained the age of 18 years and are fully capable of exercising their legal capacity, legal persons and organisational units without legal personality, which may, however, acquire rights and obligations on their own behalf.

"User Account" means the administrative interface for registered Users that authorizes them to log in to the Marketplace System services;

"Consumer Protection Act" means Act No. 634/1992 Coll., on Consumer Protection, as amended;

"Goods" means watches that may be the subject of an Offer on the Marketplace System.

II.

SUBJECT OF THE CONTRACT

Legal relations in the use of the Marketplace System

2.1.        The marketplace system allows Sellers to offer Goods for sale to third parties - Buyers.

2.2.        The Operator shall be entitled to the fees for the services ordered by the Sellers under the terms and conditions set out in these Terms and Conditions.

2.3.        The Purchase Contract shall be concluded by the Seller and the Buyer electronically. The legal relationship arising from the Purchase Agreement exists exclusively between the Seller and the Buyer; the Operator does not enter into this legal relationship with the exceptions described in these Terms and Conditions. General legal regulations, in particular the CC, shall apply to the regulation of the rights and obligations under the Purchase Agreement between Users. If the Seller is an Entrepreneur and the Buyer is a Consumer, the regulation of consumer contracts pursuant to § 1810 et seq. of the CC shall also apply. The Operator acts only as an intermediary for the possibility of concluding a purchase contract.

2.4          Individuals who do not operate a business activity within the Marketplace System shall register by completing the relevant form, whereby registration allows the use of all services provided by the Operator, including the purchase and sale of Goods. The Operator shall be entitled to request a copy of an ID card or other identification used in the Czech Republic) to identify persons to prove their identity. Due to the fact that the Contract between the User and the Operator is concluded in a distance manner and the Operator protects the reputation and transparency of the marketplace system, it is not possible to refuse to provide the Operator with a copy of the identity card.

2.5.        Natural persons, legal entities or organisational units without legal personality, but which may acquire rights and obligations on their own behalf, shall register using the relevant business registration form by filling in the information provided therein. These entities are obliged to send the Operator, upon request, a copy of the documents confirming the personal data and the data on the business activity carried out. The above activities may be carried out on behalf of the entities referred to in the first sentence of this Article by a person who is duly authorised to do so. Even in the case of such registration, the Operator is entitled to request a copy of the identity card or other identification used in the Czech Republic) to identify persons to prove the identity of the natural person conducting business, the representative of a legal entity or the representative of an organisational unit.

2.6.        By sending an electronic instruction to display the Goods in the Offer, the Seller authorizes the Operator to make the Offer on behalf of the Seller according to its instructions, to conduct pre-contractual negotiations with the Buyer and, if applicable, to receive the purchase price for the Goods from the Buyer. The Seller, by publishing its Offer, also expressly agrees that the Buyer is entitled to order a Secure Transfer service from the Operator in respect of the Goods listed in the Offer. In this case, the Seller is obliged to deliver the Goods at the Buyer's expense to the Operator in order to provide the Safe Transfer service. The Seller is entitled to revoke the authorisation under this Article only on the grounds that the obligation to conclude the relevant Purchase Contract has ceased in accordance with these Terms and Conditions. This provision together with the specific Offer serves as a determination of the content of the power of attorney agreement between the Operator and the Seller and also as evidence of the extent of the Operator's representative authority (power of attorney) towards the Buyer. The Power of Attorney Agreement cannot be withdrawn without giving a reason.

2.7.        The Operator does not charge the Buyers any costs for delivery of the Goods (with the exceptions expressly stated in these Terms and Conditions) and does not guarantee the performance of purchase contracts and other agreements concluded between Users. The Operator shall not be liable for any breach of the Purchase Contract by any User, in particular in the event that the Seller fails to deliver the Goods to the Buyer in accordance with the Purchase Contract or the Buyer fails to pay the Purchase Price in due and timely manner, nor shall the Operator be liable for the fulfilment of all obligations of the Seller arising from legal regulations.

2.8.        A condition for offering Goods through the Marketplace System is the conclusion of the User's registration according to Article II, paragraphs 2.4. and 2.5. of the Terms and Conditions. Buyers may, under certain conditions, express interest in concluding a purchase contract through the Marketplace System even without registration as unregistered Users. The rights and obligations under the Terms and Conditions that apply to Buyers shall also apply to non-registered users, unless the Terms and Conditions provide otherwise.

2.9.        Based on the User's registration, the User can access his User Account. When registering to the Marketplace System, the User is obliged to provide correct and truthful data. The User is obliged to update the data provided in the User Account upon any change.

2.10.     Within the User Account, the Operator makes available to the User selected information regarding his/her use of the Marketplace System. The Operator determines the scope of the information made available.

2.11.     The Operator is entitled to restrict the User's access to the User Account or to cancel the User Account, especially in the event that the User violates his/her obligations under the Agreement. Users whose registration has been cancelled by the Operator in accordance with these Terms and Conditions may no longer trade through the Marketplace System.

2.12.     Neither the Users nor the applicants for conclusion of the Agreement have any legal right to use the Marketplace System or to conclude the Agreement. The Operator reserves the right not to allow a prospective User to register to the Marketplace System, to restrict or remove the Offer from the Marketplace System, to restrict the User's access to certain services or to withdraw from the Contract with the User under the terms and conditions set out in these Terms and Conditions.

2.13.     The entitlement to the Service Fee arises at the moment of the insertion of the Offer by the User in the capacity of the Seller in the amount and under the conditions specified on the internet address www.eclectiq.co/pricing , regardless of whether the purchase contract between the Users is validly concluded or whether the Users fulfil the obligations arising from the purchase contract. Users are obliged to pay the fees in due and timely manner based on the invoices sent. A User who is not a business entity is entitled to enter only two concurrent Offers into the Marketplace System at the same time. A User who meets the criteria of an entrepreneur is entitled to enter the prescribed number of Offers according to the selected flat rate, while being obliged to pay the Service Fee in the form of a monthly flat rate in the amount and under the conditions specified on the internet address www.eclectiq.co/pricing . Failure to use the charged services of the Marketplace System during the subscription period (the relevant unused month) shall not entitle the User to any refund of the prepaid amount. Termination of all Offers by a User meeting the criteria of an entrepreneur shall be notified by the User no later than 5 days before the end of the prepaid month. Otherwise, the User shall be obliged to pay the Service Fee for the following month at the specified amount.

2.14.     Entitlement to the Assessment Fee arises upon the Buyer's request to use the Secure Transfer Service, in the amount and under the terms and conditions set out at www.eclectiq.co/pricing . This entitlement to the Secure Transfer Service arises regardless of whether the Purchase Contract between Users is validly concluded or whether Users fulfil their obligations under the Purchase Contract. When claiming the Secure Transfer service, the Buyer is also obliged to send to the Operator the amount corresponding to the purchase price (including any shipping costs) stated in the Offer, and the Operator is obliged to send a notice to send the Goods stated in the Offer to the Seller for assessment without delay (within 2 working days at the latest) after the funds have been credited by the Buyer. The cost of such dispatch of the Goods shall be borne by the Seller. The Operator shall provide the Secure Transfer Service to the Buyer within 10 working days of receipt of the Goods from the Seller. The provision of the Secure Transfer service is provided electronically, to the User's email. The Secure Transfer service cannot be used by non-registered Users. The Buyer is obliged to inform the Provider within 2 working days from the provision of the Secure Transfer service (from the receipt of the email with the Goods assessment) whether or not he/she has accepted 's offer to conclude a purchase contract for the Goods assessed . If the Buyer does not provide such notification, the purchase contract for the assessed Goods is deemed to have been concluded between the Users and the Buyer is obliged to pay the Seller the purchase price stated in the Offer and the Seller is obliged to deliver the assessed Goods to the Buyer. In this case, the Operator undertakes to the Seller to hand over the Goods to the Buyer in accordance with the terms of the Purchase Agreement and at the same time to transfer the funds provided by the Buyer in the amount of the said purchase price to the Seller, whereby the purchase price becomes paid. If the Buyer notifies the Operator that it does not accept the Offer to enter into a Purchase Contract for the Goods under consideration, the Operator shall return the Goods to the Seller at the Buyer's expense and shall promptly return the deposit to the Buyer. This does not apply if the Operator's assessment of the Goods reveals a discrepancy between the actual condition of the Goods and the information provided in the Offer and the Buyer gives this discrepancy as a reason for not accepting the Offer to conclude the Purchase Contract. In such a case, the Operator shall return the Goods to the Seller at the Seller's expense, in which case the Operator shall be obliged to ship the Goods within 2 working days after the Seller has paid the shipping costs. If the Seller does not send the Goods to the Operator's hands upon the latter's request made in accordance with the use of the Secure Transfer service even within 10 working days, the Transaction shall be cancelled and the Operator shall immediately return the amount corresponding to the purchase price to the Buyer's hands. No further remuneration or commission shall be due to the Operator for the delivery of the Purchase Price to the Seller and the Goods under consideration to the Buyer.

2.15.     If the Seller instructs the Operator to enter the Offer or to display the Goods via the Marketplace System, the Seller undertakes to proceed in accordance with these Terms and Conditions with respect to the Offer. Unless otherwise agreed between the Operator and the Seller, the display of Offers is entirely within the Operator's competence. The Operator has the right not to publish or to remove the Offer, e.g. if the Offer contains items that do not meet the definition of Goods according to these Terms and Conditions or, according to the Operator's reasonable suspicion, violates good manners or generally applicable law or could have a negative impact on the Operator's reputation.

2. 16.   The Operator is not responsible for the content and accuracy of the information contained in the description of the Goods. However, the Operator reserves the right to remove or change the description of the Goods if it becomes aware of any infringement of copyright or industrial property rights by the Seller or if the description violates good manners or generally applicable laws or could have a negative impact on the reputation of the Operator.

2.17.     In case the Buyer has opted for a non-cash payment to the Seller's bank account, the Operator will provide the Users with assistance if necessary.

2. 18.   When using the marketplace system it is not possible to make payment for Goods on delivery.

2. 19.   If either party to the Purchase Contract is not contactable within 7 days from the date of termination of the Offer (i.e. cannot be reached at the contact details provided during registration or does not respond to the calls received), the other party has the right to withdraw from the Purchase Contract. The User is also entitled to withdraw from the Purchase Agreement if the Operator has blocked the User account of the other party.

2. 20.   If the Seller or the Operator delivers the Goods by mail or other carrier, the Seller bears the risk of accidental destruction and accidental deterioration of the Goods during the entire period of transportation. The Operator shall be entitled to choose the method of transportation of the Goods at its discretion.

2. 21.   The Operator will not consider any disputes regarding delivery or non-delivery of the shipment arising between the Buyer and the Seller.

III.

PAYMENT TERMS

Payment methods

3.1.        In case of conclusion of a purchase contract between the Buyer and the Seller, the Buyer shall be obliged to pay the Seller the purchase price for the purchased Goods. The marketplace system allows Users to use several payment methods, with the Buyer choosing the specific payment method from the options allowed by the Seller in the Offer. In case of using the Secure Transfer service, the mandatory payment method is bank transfer.

IV.

OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES

General rights and obligations

4.1.        The User is obliged to keep his User Account and passwords to them secret and not to disclose them to other persons. The Operator shall not be liable for any loss of passwords, unless it is proven that it was caused by the willful misconduct or gross negligence of the Operator.

4.2.        In connection with the use of the Marketplace System, Users are not entitled to use software, scripts or similar mechanisms and measures that could interfere with the functionality of the Marketplace System or that could unduly burden the Operator's servers and infrastructure. Furthermore, Users are not entitled to interfere in any way with the Marketplace System, change or block its content and in any way disrupt the Operator's operations.

4.3.        The Operator shall not be liable in cases where the identity of a registered User turns out to be incorrect, provided that the Operator has demonstrated that it has made all efforts that can be reasonably required to establish the identity of Users. Furthermore, the Operator is not responsible for the content and accuracy of the Offers and the description of the Goods. In the event of any suspected breach of law, the Operator is entitled to suspend and cancel the relevant Offers or entire User Accounts. The Operator further reserves the right to interfere with the Buyer's participation in the Offer if it has reasonable doubts about the seriousness of the Buyer's intention to enter into a purchase contract.

4.4.        The Operator carries out regular maintenance of the Marketplace System and for this purpose is entitled to restrict its operation or to completely disable it for a certain period of time (lockout). The Operator is obliged to announce the date of the lockout and the approximate duration of the lockout on its website at least 1 hour in advance. Shutdowns shall be scheduled mainly for night hours.

V.

TERMINATION OF THE CONTRACT

5.1.        The Operator shall be entitled to withdraw from the Agreement or suspend the User Account of the User who has substantially violated the Agreement or the legal regulations or who damages the Operator's good name by his/her actions or for whom the Operator has a reasonable suspicion that such User intends to cause damage to third parties by his/her actions.

5.2          The Operator is entitled to withdraw from the Agreement or suspend the User Account or cancel the Offer, in particular for:

- providing false information during registration or failing to notify changes to such information;

- trading in a manner fulfilling the characteristics of business activity pursuant to Sections 420 and 421 of the CC, without the User having set up a specially designated User account for entrepreneurs within the Marketplace System;

- frustration of the purchase by the Seller's failure, without good cause, to deliver the Goods in accordance with the concluded purchase contract;

- frustration of the purchase by the Buyer's failure to take delivery of the Goods in accordance with the concluded purchase agreement or to pay the purchase price without good cause;

- issuing Goods whose characteristics do not correspond to those stated in the description of the relevant Offer;

- sending unsolicited commercial communications (spam);

- avoiding the fulfilment of obligations towards the Operator by creating a new User Account;

- compliance with legal requirements (Act No. 164/2013 Coll., on International Cooperation in Tax Administration and on Amendments to Other Related Acts, etc.);

- the use of vulgar and abusive language in the Offers or in communication with other Users or the Operator and its employees;

- inactivity of the User's User Account for more than 6 months.

5.3.        A person whose User Account has been suspended or in respect of whom the Operator has withdrawn from the Agreement is not entitled to re-register as a User without the Operator's express consent.

5.4.        The User, who has the status of a Consumer, is entitled to withdraw from the Contract without giving any reason within 14 days from the conclusion of the Contract. In order to maintain the withdrawal period according to this article of the Terms and Conditions, it is sufficient that the withdrawal is sent to the Operator before its expiry.

5.5.        If the User instructs the Operator to issue a Bid as a Seller or if the User has participated in a Transaction as a Buyer within the aforementioned period of 14 days, the User cannot withdraw from the Agreement without giving a reason, since at that moment the Operator has started providing the agreed services of the Marketplace System with the consent and at the User's express request.

5.6.        The User has the right to terminate the Agreement without giving any reason. The notice period is 14 days and starts on the first day following the delivery of the notice to the Operator. The notice must be given in writing. This step does not relieve the User of the obligation to fulfil its obligations to other Users or the Operator. If the User terminates the Agreement, he/she is not entitled to participate in new Offers during the notice period, neither as a Seller nor as a Buyer. During the notice period, the User is only entitled to take actions aimed at completing transactions from the terminated Offers.

5.7.        The Operator has the right to terminate the Agreement without giving any reason. The notice period is 14 days and starts on the first day following the delivery of the notice to the User. This shall not relieve the Operator of its obligation to fulfil its obligations towards the User.

5.8.        Notwithstanding the User's option to withdraw without giving a reason, both the User and the Operator are entitled to withdraw from the Agreement for material breach of the Agreement by the other party under the terms of Section 2002 CC. A non-exhaustive list of acts that are considered to be a material breach of the Contract by the User is set out in Article V, paragraph 5. 2. 5. of the Terms and Conditions.

5.9.        The termination or cancellation of the Contract shall not extinguish obligations and claims for damages, liquidated damages or provisions relating to those rights and obligations which, by virtue of the Contract or by their nature, are to continue or which are provided for by law.

5. 10.   The rights and obligations set out in this Part V. Terms and Conditions shall apply mutatis mutandis to contracts concluded between the Buyer and the Operator regarding the use of the Safe Transfer service.  In the case of the use of the Safe Transfer Service, the contract cannot be withdrawn without giving a reason within 14 days of the conclusion of the contract if the Safe Transfer Service has been fully provided before the expiry of this period.

VI.

CONSUMER RIGHTS

Pre-contractual information on consumer rights

6.1.        In relation to Users who are in the position of Consumers, the Operator fulfils its obligation under these Terms and Conditions, which form an annex to the Contract, to provide the Consumers with the prescribed information sufficiently in advance of the conclusion of the Contract. The Operator again draws the Consumer's particular attention to the information set out in the following paragraphs.

- The services provided by the Operator to Users consist in the possibility of access to the Marketplace System, mediation of the possibility to conclude a purchase contract, provision of the Secure Transfer service and related sales support services. The fees charged by the Operator to Sellers are the Service Fee and the Assessment Fee and are described within the Terms and Conditions and on the www.eclectiq.co/pricing website.

- The Contract is concluded for an indefinite period and the User has the right to terminate it without giving any reason with a notice period of 14 days; this corresponds to the shortest period for which the Contract binds the parties. In addition, the User in the capacity of a Consumer is entitled to withdraw from the Contract without giving any reason, within 14 days of the conclusion of the Contract by means of the prescribed form, under the conditions set out in Article V of the Terms and Conditions and with the exception set out in Article 5, paragraph 5.5 of these Terms and Conditions.

- Users have the opportunity to communicate any complaints and claims to the Operator via the contact details provided on the www.eclectiq.co/contact .

- If the User is not satisfied with the settlement of the complaint or claim, he/she has the right to submit a proposal for out-of-court settlement of a consumer dispute with the Operator arising from the use of the Marketplace System to the Czech Trade Inspection (CTIA), in order to reach an agreement with the Operator. The choice of out-of-court dispute resolution is voluntary for the User.

- A request for out-of-court dispute resolution may be filed no later than one (1) year from the date on which the User first filed a claim with the Operator that is the subject of the dispute.

- The user can use the online dispute resolution platform set up by the European Commission at http://ec.europa.eu/consumers/odr/ to resolve disputes, which is mainly used for cross-border consumer dispute resolution.

- Rights from defective performance in the event of consideration for performance by the Operator.

- The User's rights regarding rights from defective performance are governed by the applicable generally binding legal regulations.

- The Operator shall be liable to the User that the service provided for a fee is free of defects and complies with the concluded contract. The service is in accordance with the contract if it corresponds to the description on the Operator's website, the description contained in the advertisement or in the mutual communication between the Operator and the User and is provided at the agreed time and place.

- The rights arising from defective service may be exercised during the provision of the service and within six months of the provision of the service, and always without undue delay after the User becomes aware of the defect.

- If the service provided by the Operator is defective, the User has the right to have the defect removed free of charge. If the service defect cannot be removed, the User has the right to a reasonable discount on the price of the service provided.

- If the User exercises his/her right arising from defective performance, the Operator shall issue a written confirmation of when the right was exercised, what defect is the subject of the claim and what method of settlement of the claim the User requires, while the written form is maintained even in the case of legal actions taken by electronic or other technical means, i.e. also by e-mail.

- The Operator shall settle the complaint without undue delay, but no later than 30 days from the date of its application. If the Operator fails to settle the complaint in time, the User is entitled to withdraw from the contract.

- The user, who has a right according to the provisions of § 1923 of the Civil Code, is also entitled to claim compensation for costs reasonably incurred in exercising the right from defective performance. However, if the User does not exercise the right to compensation within one month after the expiry of the period within which the defect in service must be raised, the court shall not grant the right if the Operator argues that the right to compensation was not exercised in time.

VII.

FINAL PROVISIONS

7.1.        The Agreement and these Terms and Conditions are governed by Czech law, in particular the CC and the Consumer Protection Act, and must be interpreted in accordance with applicable law.

7.2.        If the User is not a Consumer or if the User is a Consumer and the dispute has not been resolved out of court before the Czech Trade Inspection Authority, the resolution of all disputes between the Operator and the User shall fall under the jurisdiction of the general courts of the Czech Republic.

7.3.        In the event that any provision of these Terms and Conditions is invalid or ineffective for any reason whatsoever, such invalidity or ineffectiveness shall not render the other provisions of these Terms and Conditions or the Agreement invalid or ineffective.

7.4.        These Terms and Conditions shall take effect on the date specified under the heading of these Terms and Conditions.