Terms and conditions for partners

Available language versions

  1. „Terms and Conditions“ ” refers to these Terms and Conditions.
  2. „GoOut“ refers to GoOut, s.r.o., Company Registration No: 01901613, having its registered office at Mánesova 917/28, 120 00 Prague 2, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 212454
  3. „Promoter“refers to a business partner of GoOut that is organizing cultural, sporting and/or other Events that are promoted through GoOut and for which Tickets are sold in the Sales Network.
  4. „Events“ refers to any cultural, sporting and/or other Event organized by the Promoter, for which Tickets are sold in the Sales Network.
  5. „Tickets“ refers to the Tickets for the Events.
  6. „Sales Network“ includes in particular the goout.net or any website that redirects to goout.net GoOut’s points of sale or points of sale of GoOut’s contractors, including physical stores, websites and/or other applications of the Promoter or other Contractors.
  7. „To contact GoOut“ means to send a correspondence to the address of GoOut’s registered office or to send an e-mail to prodej@goout.cz or to any other e-mail address of employees with the extension of @goout.cz.
  8. „Civil Code“ refers to Act No. 89/2012 Sb., the Civil Code, as amended.
  9. „VAT“ refers to value added tax within the meaning of Act No. 235/2004 Sb., Act on Value Added Tax, as amended.
  10. „Cooperation Agreement“ refers to a Cooperation Agreement entered into between GoOut and the Promoter that deals with the sale of Tickets in the Sales Network for the Promoter, for remuneration for GoOut that is stipulated in the Cooperation Agreement.
  11. „Customers“ refers to individuals who purchase Tickets in the Sales Network.
  12. „Revenue“ refers to income that GoOut receives from Customers for the sale of Tickets. GoOut receives these Revenues either to its bank account or in cash, depending on the means by which the Tickets are purchased.
  13. „Contracting Parties“ refers to the Promoter and GoOut.
  14. „GDPR“ refers to the General Data Protection Regulation.
  15. „Admin“ refers to GoOut’s web interface for the Promoter.
  16. „Policy“ refers to Privacy Policy available at https://goout.net/cs/zasady-soukromi/
  17. These Terms and Conditions define and specify mutual rights and obligations of GoOut and Promoters when selling Tickets for the Events in the Sales Network.
  18. These Terms and Conditions are published on https://goout.net/cs/obchodni-podminky-pro-obchodni-partnery/
  19. These Terms and Conditions constitute an integral part of the Cooperation Agreement, and, by singing the Cooperation Agreement, the Promoter confirms having read these Terms and Conditions and expressly acknowledges that these Terms and Conditions constitute a part of the contractual agreement between said Promoter and GoOut.

II. Subject Matter of the Cooperation Agreement

  1. Under the Cooperation Agreement, GoOut shall provide the production, sale and distribution of Tickets for the Events through the Sales Network, in the name and on behalf of the Promoter and against payment.

III. GoOut’s Rights and Obligations

  1. GoOut undertakes to produce, sell and distribute Tickets for the Events for the Promoter, in the name and on behalf of the Promoter. The Promoter acts as the Seller in relation to the Customer, and the Customer acts as the Purchaser of Tickets for the Events in relation to the Promoter. GoOut does not act as a Purchaser nor a Seller of Tickets for the Events. The above mentioned is not affected by the fact that the Revenue from the sale of Tickets is received on GoOut’s bank account.
  2. GoOut shall not be responsible for the Events taking place or not taking place, nor for any change of such Events, nor for their conduct or any incidents that may occur at such Events. GoOut shall also not be responsible for any damage incurred by the Promoter or third parties in connection with the Events.
  3. GoOut is entitled, at its sole discretion, to refuse the sale of Tickets and promotion of Events that are inconsistent with GoOut's business policy and commercial interests. In this case, no claims against GoOut arise to the Organiser.
  4. The sale of Tickets will be terminated once all Tickets that the Promoter has authorized GoOut to sell, are entirely sold out. Unless all Tickets that the Promoter has authorized GoOut to sell are sold out, the sale of Tickets shall be terminated no later than at the end of the Event.
  5. Also, the sale of Tickets through the Sales Network may be terminated upon written agreement between the Promoter and GoOut, upon written instruction of the Promoter delivered to GoOut, or upon GoOut’s unilateral notification by e-mail to the Promoter. The written agreement, the Promoter’s instruction, or GoOut’s notification must exactly specify the Event to which termination of the sale of Tickets refers.
  6. If the Event is cancelled or the date of the Event is changed, or if there is any other change that makes the Customers eligible for refund of admission fee, GoOut is always entitled (regardless of the Promoter’s instructions) to use all Revenue to refund the admission fee to the Customers and in such case it is not obliged to transfer the Revenue to the Promoter pursuant to Clause 10 of this Article. If the Customer has paid the admission fee by credit card or by wire transfer, the admission fee is refunded to the credit card or to the bank account from which the admission fee has been paid. If the Customer has paid the admission fee in cash, the admission fee is refunded at the point of purchase of the Ticket in exchange for the return of the purchased Ticket. If the Event is cancelled, the Promoter also undertakes to pay GoOut an administrative fee of 2% of the price of the Ticket for the Event excluding VAT for each Ticket for which GoOut has refunded the admission fee to the Customer. GoOut is entitled to deduct such fees from Revenues that GoOut is obliged to transfer to the Promoter pursuant to Clause 10, even from Revenues from other Events organized by the Promoter, and to retain these fees. The fee represents a remuneration for the services provided by GoOut to the Promoter regarding the cancelled or changed Event. Unless the Revenues are sufficient to cover the administrative fee pursuant to this Paragraph, the Promoter is obliged to pay the remaining part based on a tax document issued by GoOut. The statutory VAT will be added to the fee.
  7. GoOut undertakes to provide the Promoter, upon request, with information regarding the sale or process of sale of Tickets for the Event, i.e. in particular the quantity of Tickets sold.
  8. The Promoter and GoOut have also agreed that GoOut will inform the public for the Promoter about the Event by publishing information about the Event on the goout.net, or by other means that GoOut considers appropriate.
  9. GoOut undertakes to deliver Tickets purchased through the Sales Network to Customers at its own expense, electronically, except where the Tickets are purchased at GoOut’s point of sale or in a physical store of GoOut’s contractors. GoOut undertakes to transfer the Revenue to the Promoter after deducting from the Revenue a remuneration for the sale of Tickets stipulated in the Cooperation Agreement and in Article V hereof. GoOut undertakes to transfer the Revenue to the Promoter to the Promoter’s bank account specified in the Cooperation Agreement no later than within 5 (five) business days of the date of the Event, except for the Revenues regarding which complaints are being dealt with. Unless these Revenues have been refunded to the Customers due to successful complaint settlement, GoOut is obliged to transfer such Revenues within 3 (three) business days of the date of the complaint settlement. If the Promoter is a VAT payer and indicates in the Cooperation Agreement an account that is not registered for the purposes of registration of VAT payers, GoOut is entitled to withhold the payment of Revenues until the Promoter communicates to GoOut the account that is registered for the purposes of VAT payments. GoOut is not obliged to transfer the Revenues to the Promoter before the Event takes place, unless they agree with the Promoter otherwise. However, such agreement must be concluded at least in a form of e-mail arrangement.
  10. Revenue or Advance on Revenue paid before the Event takes place will be hereinafter referred to as the “Advance”. The Promoter is entitled to use the paid Advance for a specific Event to cover the costs associated with the Event in question, exclusively for (i) the remuneration of artists or persons performing at the Event and (ii) renting the premises in which the Event takes place; other use of the Advance is a material breach of the Cooperation Agreement. In the event of a breach of the Promoter's obligations agreed in the previous sentence of this paragraph, the Promoter undertakes to pay GoOut a contractual penalty in the amount corresponding to 30% of the provided Advance. The right to payment of a contractual penalty does not affect the right to damages in excess of the contractual penalty. The Advance payment is proved by the relevant tax document. GoOut is entitled to request any form of security for Advance payment, including security by a blank promissory note or a bank guarantee. If the Event is cancelled or changed and the Advance has been paid prior to the Event taking place, the Promoter is obliged to return the paid Advance to GoOut within 1 (one) business day of date of Event cancellation or change. If the Promoter fails to do so, they are obliged to pay GoOut a contractual penalty of 0.1% of the Advance for each commenced day of delay in returning the Advance to GoOut. Paying the contractual penalty does not affect GoOut's right to damages in full. If the Advance payment is secured by:
    1. a blank promissory note, such blank promissory note will be blank in respect to details of the amount of the note and the date payable. In such a case, the Promoter grants GoOut the right to add the missing details on the blank promissory note regarding the amount of the note, with the amount corresponding to the unpaid Advance including appurtenances and contractual penalty pursuant to this Clause, and regarding the date payable at GoOut’s discretion, with this date being after the date payable of the Advance return pursuant to this Clause.
    2. a bank guarantee, the Promoter undertakes to present GoOut a guarantee certificate issued by a bank with registered office in the Czech Republic, with an unconditional statement that the bank will satisfy GoOut up to the Advance based on written notice of GoOut stating that the Organiser has failed to meet its obligation to return the paid Advance to GoOut duly and in a timely manner, no later than within 30 (thirty) calendar days of receipt of the notice from GoOut.
  11. The Contracting Parties are obliged to make all payments to the bank accounts stated on the tax documents or to the bank accounts demonstrably communicated to the other Party by other means. The Contracting Parties are not entitled to request payment to another bank account after the tax document relating to such payment has already been issued.

IV. Promoter’s Rights and Obligations

  1. The Promoter undertakes to contact GoOut at least 3 (three) business days prior to the commencement of the sale of Tickets for a specific Event and provide all necessary information regarding this Event, i.e. in particular the name, date, time, venue and program of the Event, as well as names of sale categories, their prices, capacities and, where applicable, other information regarding the sale of Tickets, such as discounts, logos and other information necessary to initiate the sale. During the period in which the Promoter is delayed in fulfilling their obligations pursuant to this Clause, GoOut is not obliged to initiate production, sale and distribution of Tickets for the given Event.
  2. The Promoter is obliged to contact GoOut regarding any changes, such as change of venue, date, price, etc., that may have been made in connection with the Event, to the e-mail address specified in the Cooperation Agreement.
  3. In order to ensure clarity of the measures related to the sale of Tickets by GoOut, the Promoter undertakes to refrain from copying, modifying or making any changes to the Tickets. Any such modifications may be made exclusively via GoOut or with its written consent.
  4. The Promoter undertakes to ensure that:
    1. the website operated by the Promoter includes GoOut’s logo on a page referring to the sale of Tickets,
    2. the website operated by the Promoter includes a link to the goout.net, which enables the user of the Organiser’s website direct access to GoOut’s sales system and purchase of Tickets for Events,
    3. if the Promoter also uses other sellers of the Tickets for Events, GoOut has a primary position on the Promoter’s website compared to the other sellers of Tickets. A primary position means one that is first to attract the attention of the average consumer,
    4. if the Promoter also uses means to promote an Event other than the internet, it undertakes to state on such means that Tickets for the Event may be purchased through GoOut’s Sales Network,
    5. that GoOut is featured in all social media and on other websites operated by the Promoter in order to promote Events with links to the goout.net, which enables the user direct access to GoOut’s sales system and purchase of Tickets for Events.
  5. The Promoter undertakes to provide GoOut a minimum of 4 (four) complimentary Tickets for the Event for promotional purposes; GoOut is entitled to issue such Tickets itself through GoOut’s sales system.
  6. The Promoter agrees that GoOut is entitled to use the content of the Promoter’s or Event’s websites to promote the Event on the goout.net. In this context, the Promoter undertakes to ensure all necessary sub-licenses for GoOut for such use. If the Promoter fails to fulfil the obligation pursuant to the preceding sentence, the Promoter is obliged to indemnify GoOut in the event that any third party makes any claims against GoOut in respect to the use of the Promoter’s or Event’s website content.
  7. The Promoter undertakes to ensure Customers who purchase Tickets through GoOut’s Sales Network the same rights afforded Customers who purchase Tickets in any way other than through GoOut’s Sales Network. In particular, the Promoter undertakes to ensure that the prices of Tickets sold by other Ticket sellers who have entered into a contractual relationship with the Promoter are not lower than the prices of Tickets sold through GoOut’s Sales Network.
  8. If the Promoter breaches the obligations stipulated in this Article, the Promoter undertakes to pay GoOut a contractual penalty of CZK 500,000. The claim for payment of the contractual penalty shall not affect the claim for damages exceeding the contractual penalty.

V. GoOut’s Remuneration, Setoff and Limitation Period

  1. The Contracting Parties have agreed that the Promoter will pay GoOut Remuneration for the services provided, in the amount stipulated in the Cooperation Agreement.
  2. GoOut is entitled to deduct the Remuneration including the statutory value added tax from Revenues for the sale of Tickets and retain it before transferring the Revenue pursuant to the provisions of Article III (10) hereof. GoOut undertakes to issue a standard tax document (invoice) to the Promoter for the Remuneration for the sale of Tickets always within 5 (five) business days after the end of the Event.
  3. GoOut is entitled to unilaterally set off any of its due and immature receivables from the Promoter under the Cooperation Agreement, by way of compensation of damage or unjust enrichment, or on any other grounds, against any due and immature receivables that the Promoter has against GoOut pursuant the Cooperation Agreement and these Terms and Conditions, in particular the Promoter’s receivables arising from the right to receive Revenue for the sale of Tickets from GoOut. In this way, GoOut is also entitled to set off its pertinent statute-barred receivables from the Promoter.
  4. The Contracting Parties agree that the limitation period for all of GoOut’s receivables from the Promoter lasts 10 (ten) years from the moment when the receivables could have been claimed in court for the first time.

VI. Miscellaneous

  1. Payments and all amounts mentioned in these Terms and Conditions and in the Cooperation Agreement are stated without value added tax, unless stated otherwise.
  2. All correspondence between the Promoter and GoOut will take place either personally, by registered mail, or to e-mail addresses specified in the Cooperation Agreement.
  3. GoOut reserves the right to place any number of promotional messages and advertisements on the Ticket, both in relation to GoOut and in relation to GoOut’s other contractors.
  4. GoOut is not liable to Customers for any damage or injury they may incur in connection with an Event. If any Customer raises any claim against GoOut in connection with the Event, the Organiser undertakes to pay such claim to GoOut, regardless of whether or not GoOut has actually satisfied it, up to the total price of the Tickets.
  5. If GoOut receives a claim based on the fact that the Event has been cancelled, or the Event date has been changed, or for any other reason, GoOut is entitled to, not obliged to, settle the claim itself and reduce the Revenue paid to the Promoter by the amount paid to the Customer. If any Customer who has purchased a Ticket for the Event through the Sales Network raises any claim or entitlement related to the Event at GoOut, GoOut is entitled to submit this claim for review to the Organiser, who is obliged to comment on the claim in writing within 10 (ten) days of its receipt and satisfy the Customer’s possible claims. If the Promoter fails to do so, the claim shall be deemed to be accepted and GoOut may settle the claim with the Customer and, where appropriate, refund the Customer the admission fee paid for the Tickets. If the Customer complains about a payment transaction for the purchase of a Ticket through their bank who will find the claim justified (e.g. for the reason of theft or misuse of a credit card, for the reason of Promoters failure to provide services, i.e. Event cancellation, etc.) and cancels the payment transaction, with the result that the bank deducts the amount corresponding to the Ticket price from GoOut’s bank account, GoOut is entitled to require the Promoter to reimburse such deducted amount in full, including any possible costs associated with the cancellation of the payment transaction and an administrative fee of 2% from the Ticket price excluding VAT for each refunded Ticket as in accordance with article III. paragraph 6 of these Terms and Conditions. GoOut is entitled to use Revenues from the sale of Tickets for the Promoter’s Events for the purposes specified in this paragraph. If the Promoter has already received the Revenues from the sales for the Event and GoOut does not have enough Revenues from the sale of Tickets for the Promoter’s Events and GoOut refunds the Customer the admission fee for the Ticket, the Promoter is obliged to send the claimed amount within 14 (fourteen) days of its refund to the Customer and GoOut’s notification to pay it to GoOut’s account, which GoOut will communicate to the Promoter for this purpose. If the Promoter is in default of paying the admission fee that is refunded to GoOut in this way, the Promoter is obliged to pay GoOut a contractual penalty of 0.1% of the amount due for each commenced day of delay.
  6. GoOut and the Promoter undertake to maintain confidentiality of the content of the Cooperation Agreement, these Terms and Conditions, including their financial arrangements, for the entire term of the Cooperation Agreement and for a period of 5 (five) years after its termination. All provisions of the Cooperation Agreement and these Terms and Conditions are considered by both Contracting Parties to be confidential and subject to trade secret. If the Promoter breaches their confidentiality obligation, GoOut is entitled to a contractual penalty of CZK 500,000 for each individual breach of that obligation. The contractual penalty is payable upon request and its payment does not affect any claim for damages in any way. The Contracting Parties are not obliged to maintain confidentiality of the content of the Cooperation Agreement and these Terms and Conditions if disclosure of this information is required by a generally binding piece of legislation. In such case, the Contracting Parties undertake to take the necessary steps to maintain the confidentiality of all financial arrangements contained in the Cooperation Agreement and these Terms and Conditions.
  7. The Promoter undertakes to maintain the confidentiality of all non-public information about the Sales Network, in particular of the non-public part of Admin including the source codes to which the Promoter has received access pursuant to the Cooperation Agreement, for the entire term of the Cooperation Agreement and after its termination. Both Contracting Parties consider all such information to be confidential and subject to GoOut’s trade secret. The Promoter may not use any of this information for commercial purposes without GoOut’s prior written consent. The Promoter also undertakes to refrain from copying and publishing the content of the goout.net website in any way without GoOut’s prior written consent. If the Promoter breaches their obligations stipulated in this Clause, GoOut is entitled to a contractual penalty of CZK 1,000,000 for each individual breach of any of the mentioned obligations. The contractual penalty is payable upon request and its payment does not affect any claim for damages in any way. The Promoter undertakes to notify GoOut of any changes to all data necessary for fulfilling their obligations under the Cooperation Agreement and these Terms and Conditions.

VII. The Term of the Cooperation Agreement and Termination of the Cooperation Agreement and Amendments to the Terms and Conditions

  1. The Cooperation Agreement is entered into for an unlimited period. Each Contracting Party is entitled to terminate the Cooperation Agreement with a notice period of 3 (three) months; the notice period commences on the first day of the month following the receipt of the notice by the second Contracting Party.
  2. GoOut is entitled to withdraw from the Cooperation Agreement if the Promoter is delayed in fulfilling any financial obligations under the Cooperation Agreement and these Terms and Conditions. If GoOut withdraws from the Agreement, they are entitled to receive remuneration for the Tickets sold upon the day of withdrawal from the Cooperation Agreement. Withdrawal from the Agreement will not affect any claims for payment of the contractual penalties under the Cooperation Agreement and these Terms and Conditions. By withdrawing from the Cooperation Agreement, the Cooperation Agreement is terminated prospectively under Sec. 2004 (3) of the Civil Code.
  3. GoOut is entitled to amend these Terms and Conditions unilaterally; GoOut will publish the amendment on the website referred to in Article I (15) hereof and will subsequently notify the Promoter by e-mail to the e-mail address specified in the Cooperation Agreement. Amendment to the Terms and Conditions will take effect from the 7th day after receipt of notification of the amendment to these Terms and Conditions by the Promoter and the publication of the new wording of the Terms and Conditions on the website mentioned in the preceding sentence unless the Promoter withdraws from the Cooperation Agreement pursuant to the following sentence within the 7th day from the receipt of notification of the amendment to these Terms and Conditions. If the Promoter disagrees with the amendment to these Terms and Conditions, they are entitled to terminate the Cooperation Agreement within 7 (seven) days from the date of receipt of notification of the amendment to these Terms and Conditions. The notice period is 14 (fourteen) days and commences from the date of receipt of the written notice to GoOut.
  4. Notification of amendment to the Terms and Conditions may be sent to the Promoter by e-mail to the e-mail address stated in the heading of the Cooperation Agreement. In such a case, the day following the day when the notification has been sent from GoOut’s e-mail address stated in the heading of the Cooperation Agreement, shall be deemed the day when the notification of amendment to the Terms and Conditions is delivered. By signing the Cooperation Agreement, the Promoter assumes all risks of their e-mail box functionality and is not entitled to object that the notification of the amendment to the Terms and Conditions has not been delivered for any technical or administrative reasons.
  5. If the Promoter does not exercise their right and does not terminate the Cooperation Agreement pursuant to Clause 3 of this Article of the Terms and Conditions, the Promoter is deemed to have agreed to the amendment to the Terms and Conditions.
  6. If the Promoter terminates the Cooperation Agreement under Clause 3 of this Article of the Terms and Conditions due to their unilateral amendment, but the rights and obligations that had arisen before termination of the Cooperation Agreement are not settled at the time of termination of this Agreement, the Contracting Parties will settle them in accordance with the Cooperation Agreement and the wording of the Terms and Conditions effective before the amendment that constituted a reason for the termination of this Agreement.

VIII. Personal Data Processing

  1. The Contracting Parties jointly process the Customers’ personal data for the purpose of selling Tickets and the proper execution of the Event. Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, so called GDPR, the Contracting Parties are the joint controllers and they fulfil their obligation under Article 26 of GDPR with the provisions in this Article VIII.
  2. The processed personal data include the personal data of Customers obtained through GoOut when purchasing Tickets, such as name, surname, e-mail address, phone number, or address, if it is necessary for the delivery of the Tickets or other goods, as well as other information required by the Promoter that are necessary for the proper implementation of the Event.
  3. Admin constitutes the means of processing carried out by the Contracting Parties, to which GoOut provides access to the Promoter.
  4. GoOut ensures standards for minimum technical and organizational means to secure personal data protection in Admin, which include: electronic security, access rights, antivirus protection, security backups and access for authorized persons only.
  5. The Promoter undertakes to comply with the following standards for technical and organizational means to secure protection of the processed personal data:
    1. to ensure electronic security and antivirus protection for all devices through which Admin will be accessed,
    2. refrain from exporting personal data from Admin and storing them on the Promoter’s devices unless it is strictly necessary for the implementation of the Event or for the purposes of sending marketing offers to Customers, if the Customer has expressly consented to this,
    3. data carriers, on which the processed personal data will be recorded, must be stored in a locked room,
    4. processed personal data may not be stored on data carriers accessible to third parties (e.g. commonly accessible internet networks),
    5. processed personal data may not be provided or otherwise made available to third parties,
    6. all persons who will have contact with the processed personal data must be duly instructed and bound by confidentiality (lasting even after their employment or termination of relevant works),
    7. access to devices and storages where personal data is processed, must be password-protected,
    8. access rights to Admin will only be available to the Promoter’s employees, whose jobs require such rights and who will be trained in personal data processing. Such employees will only have access to personal data corresponding to the functions of such persons, based on special user rights established exclusively for such persons,
    9. to issue security policy regulating organizational and technical measures and procedures and related duties of the Promoter’s employees to ensure security of the processed personal data.
  6. The Promoter acknowledges that Customer’s personal data processing by GoOut is governed by the Policy, and confirms having been familiarized with the Policy. When processing a Customer’s personal data, the Promoter undertakes to comply with the Policy and refrain from any actions that, in relation to Customers, could result in a breach of the Policy by the Promoter as well as by GoOut.
  7. Under this Article VIII, the Promoter is not entitled to process a Customer’s personal data for purposes other than the sale of Tickets and proper implementation of the Event. Once this purpose is accomplished, the Promoter undertakes not to further process the Customer’s personal data unless it has another statutory ground. If the Customer expressly agrees to this, GoOut transfers the Customer’s personal data to the Promoter for the purposes of sending the Promoter’s marketing offers. Pursuant to the Policy, the Promoter undertakes to process the Customer's personal data for the purpose of marketing offers for a period no longer than 3 years, and to allow Customers to withdraw their consent to such processing in a simple manner. For the purposes of sending marketing offers, the Contracting Parties are not considered joint controllers within the meaning of Article 26 of GDPR, and the Promoter processes the Customer’s data at their own risk.
  8. GoOut fulfils its obligations to Customers arising from Articles 15-22 of GDPR (right of access, right to rectification, erasure, restriction of processing, data portability, right to object and automated individual decision-making) and obligation to provide information pursuant to Articles 13 and 14 of GDPR, through the Policy. This does not relieve the Promoter of the mentioned obligations if the Promoter is requested to fulfil these obligations by GoOut or by the Customer. The Promoter is obliged to immediately notify GoOut of any Customers’ requests regarding processing of their personal data and to process them in cooperation and according to the instructions of GoOut.
  9. The Contracting Parties are obliged to take all necessary actions to prevent unauthorized or accidental access to personal data, personal data alteration, destruction or loss, unauthorized transfer, other unauthorized processing of personal data, as well as other misuse of personal data. This obligation shall apply even after the termination of personal data processing pursuant to this Article VIII.
  10. Each Contracting Party undertakes to immediately notify the other Party of all cases of accidental or unauthorized access to personal data processed pursuant to this Article VIII.
  11. Contracting Parties undertake to process personal data in accordance with applicable Office for Personal Data Protection legislation and this Article VIII. Should, for any reason, any of the Contracting Parties not be able to ensure compliance with the obligations set forth by applicable legislation, by this Article VIII or instructions of the other Contracting Party in agreed cases, the Contracting Party undertakes to immediately notify of this the other Contracting Party, which, in such case, is entitled to stop the affected personal data processing and/or withdraw from this Agreement.
  12. The Contracting Parties acknowledge that they are jointly and severally liable to the injured data subjects for breach of the obligations imposed by GDPR if such breach of obligations is committed when processing personal data pursuant to this Article VIII. Any liability of any of the Contracting Parties to the Office for Personal Data Protection of the Czech Republic for administrative offences in personal data processing is governed by applicable GDPR provisions.
  13. If the Promoter breaches their obligations regarding Customers’ personal data processing set forth by the Regulation, by other legislation or this Article VIII, the Promoter is obliged to pay GoOut the contractual penalty of CZK 500,000 for each individual breach within 10 days of GoOut’s written notification. Paying the contractual penalty shall not affect the right to damages in full resulting from the breach of obligation to which the contractual penalty refers. At the same time, the Promoter is obliged to fulfil the obligation, the fulfilment of which has been secured by the contractual penalty, even after it has been paid.
  14. Upon the day of termination of the Cooperation Agreement, the Promoter is obliged to terminate the processing of all Customers’ personal data that has been received from GoOut for the purpose of selling Tickets and proper implementation of the Event, and does not need it for this purpose any longer.
  15. The legal relations of the Contracting Parties relating to personal data processing that are not regulated in detail in this Article VIII are governed by applicable GDPR provisions and other applicable legislation of the Czech Republic.

IX. Final provisions

  1. Relations that are not regulated by the Cooperation Agreement or these Terms and Conditions are governed by the Civil Code.
  2. Any amendments to the Cooperation Agreement may only be made in writing unless agreed in these Terms and Conditions or in the Cooperation Agreement otherwise.
  3. Application of the following provisions of the Civil Code is excluded: Sec. 556 (2), Sec. 557, Sec. 558 (2), Sec. 1799 and Sec. 1800 (clauses in standard form contracts), Sec. 1805 (2) and Sec. 1936 (1) (obligation to accept performance from a third party).
  4. The Cooperation Agreement, including these Terms and Conditions, constitutes an entire agreement on the subject matter of the Cooperation Agreement and all requirements that the Contracting Parties have had and desired to agree upon in the contract, and that they consider important for the binding nature of the Cooperation Agreement. Any manifestation of the Contracting Parties during the negotiations concerning the Cooperation Agreement, or manifestation after entering into this Agreement may not be construed in conflict with the express provisions of this Agreement and does not establish any obligation of any Contracting Party. Waiver of the right or debt remission arising from the Cooperation Agreement may only be made by written agreement of the Parties to the Cooperation Agreement.
  5. If any provision of the Cooperation Agreement, including these Terms and Conditions, become invalid, other provisions of the Cooperation Agreement remain valid unless the nature of the Cooperation Agreement or its content, or the circumstances in which it has been entered into, imply that such provision cannot be separated from the remaining content of this Cooperation Agreement.
  6. The Promoter assumes the risk of changing circumstances pursuant to Sec. 1765 (2) of the Civil Code.
  7. Each Contracting Party hereby waives its right to claim the cancellation of obligation under the Cooperation Agreement pursuant to Sec. 2000 (2) of the Civil Code.
  8. In order to avoid any doubts, the Contracting Parties expressly confirm that they are entrepreneurs, they enter into the Cooperation Agreement in their business and, therefore, they will not apply to this Agreement the provision of Sec. 1793 of the Civil Code (disproportionate shortening) nor Sec. 1796 of the Civil Code (usury).
  9. In order to avoid any doubts, the Contracting Parties confirm that no obligation under the Cooperation Agreement constitutes a fixed obligation within the meaning of Sec. 1980 of the Civil Code.
  10. The Contracting Parties expressly confirm that the fundamental terms of the Cooperation Agreement are a result of negotiations between the Contracting Parties and that each Party has had the opportunity to influence the content of the fundamental terms of this Agreement, therefore, the Cooperation Agreement is not a standard form contract within the meaning of Sec. 1798 of the Civil Code. In Prague, 24 May 2018, GoOut, s.r.o.