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OPERATIVE LEASING GENERAL TERMS & CONDITIONS

A. GENERAL PART 

1 BASIC PROVISIONS          

1.1 This is a complete wording of the Operative Leasing General Terms & Conditions (hereinafter to be referred to as „OLGTC“) set by the Company Effective CarService, s.r.o., that comes into force since May 1, 2018.

1.2 These OLGTC regulate relations between the Lessee and Sub-Lessee arising from or in connection with the Operative Leasing Agreement (hereinafter to be referred to as “OLA”) and/or with any other agreement or contract made upon or in connection with the OLA, as well as any and all relations resulting from the actions purpose of which is to have the OLA or other with the OLA related Agreement or Contract signed, save as otherwise expressly stated in these OLGTC or in the OLA.

1.3 OLGTC are part of the OLA signed by and between the Lessee and Sub-Lessee upon the OLA . OLGTC become and inseparable part of the OLA, save as the OLGTC validity being explicitly excluded either as a whole or partially by the invalidity of some of the OLGTC provisions.

1.4 In the case of any contradiction between the provisions stipulated in the OLGTC and those in the OLA the provisions stipulated in the OLA shall be considered preponderant (prevailing).

2 DEFINITIONS

Terms used in these OLGTC and in the OLA or in connection with therewith related documentation shall have the meanings defined in these OLGTC, save as being otherwise stated in the respective document.

Lessee (Leasing)
Effective CarService, s.r.o., with a registered address: Vajnorská 103/A, 831 04 Bratislava, Company ID:48031933, Tax ID: 2120006735, VAT ID: SK2120006735, Registration: Companies Register of the District Court in Bratislava I, Section: Sro, Rider No.: 109765/B;

Sub-Lessee (Leasing)
a private individual or a legal entity having at least one OLA signed with the Lessee;    

Authorised Person (Lessee)
An Individual being, upon the notarized Power of Attorney issued by the Lessee, empowered to execute one particular and/or certain legal actions for and on behalf of the Lessee (e.g. SOL revoking) or an individual acting for and on behalf of the Lessee upon Empowerment issued in compliance with the specific regulations;

Authorised Person (Sub-Lessee)
Individual being, upon the notarized Power of Attorney issued by the Sub-Lessee or that would Sub-Lessee sign in person in front of the Lessee´s Employee, empowered to execute one particular and/or certain legal actions for and on behalf of the Sub-Lessee or an individual acting for and on behalf of the Sub-Lessee upon Empowerment issued in compliance with the specific regulations;

Supplier
a private individual or a legal entity owning a SOL and being in a contractual relation with the Lessee based on which the Lessee has gained or will gain rights to use the SOL for the purpose of having this SOL let to be used by the Sub-Lessee against the compensation to be paid to the Lessee upon the Operative Leasing arrangements;

Subject of Leasing (SOL)
a new or used movable asset the Sub-Lessee is entitled to use upon the Operative Leasing arrangements. Whereby the Lessee is an entitled holder/possessor and user (under-Lessor) of the SOL during the entire leasing period;

SOL excess use
by using the SOL the Sub-Lessee exceeded an annual and/or total limit of (driven) kilometres

Annual limit km
assumed number of kilometres as stated in the OLA, the SOL is supposed to have driven during the one year of the leasing relation;

Total limit km
assumed number of kilometres as stated in the OLA, the SOL is supposed to have driven during  the entire leasing relation;

Over-limit km rate
rate per one kilometre stipulated in the OLA, that is to be, upon meeting the Terms and Conditions stated in these OLGTC, used for multiplying each and every even commenced kilometre the Sub-Lessee would drive with the SOL over the limit set for annual/total kilometres agreed in the OLA during the one year/entire period of the leasing;

Leasing instalment
amount the Sub-Lessee is obliged to pay to the Lessee for the respective payment period for having  the SOL in his use upon the Operative Leasing arrangements, for providing of therewith related Services as being defined in the OLA whereby this is to be executed in compliance with the provisions and Terms & Conditions stated in these OLGTC and in the OLA;

Payment Period
period of time for which the Sub-Lessee shall pay particular leasing instalments to the Lessee;    

Insurance Conditions
general insurance and contractual terms and conditions or specific conditions the Lessee has agreed with the respective Insurance Company and which are to be applied to the agreed insurance policy subject of which is an insurance of the SOL or mandatory contractual insurance policy (MCI). Insurance Terms & Conditions are an inseparable part of the OLA. If requested, the Lessee is obliged to provide to the Sub-Lessee these insurance Terms & Conditions upon having the OLA signed or immediately upon having the respective insurance policy issued, should this insurance policy be issued after having the OLA signed. The Insurance Terms & Conditions comprise also of the instructions how to proceed if the SOL insured claim occurs;

MCI
mandatory contractual liability insurance covering damages caused by the motor vehicle operation signed in accordance with the specific regulations;    

Sub-Lessee´s Coinsurance
Sub-Lessee´s financial co-partner rate to be applied in the case of damages incurred by the insured event/casualty;

SOL Excessive interior or exterior dirt
Sub-Lessee used the SOL in such a manner that caused SOL to be extremely dirtied most of all because of smoking in the SOL, using SOL for transporting animals etc.;    

Excessive brakes wearing/deterioration
Sub-Lessee used the SOL in such a manner that caused SOL brakes to be excessively deteriorated e.g. by provably wrinkled/undulated brake discs on the SOL etc.;

Excessive tyres deterioration
Sub-Lessee used the SOL in such a manner that caused SOL tyres to be excessively deteriorated e.g. a tyre deterioration caused by the flat tyre, bubble in the tyre, drift etc.;

Using SOL within EU
Sub-Lessee is entitled to used the SOL solely within the European Union Countries;

SOL Takeover Protocol
document by signing of which the Sub-Lessee confirms he has taken-over the SOL from the Lessee; SOL Overtake Protocol is a part of the OLA;

SOL Return Protocol
document by signing of which the Lessee and Sub-Lessee confirm the SOL return to the Lessee;

Service
services is defined in the OLA, the form and conditions of their performance are stipulated in these Term of the Leasing either by the Lessee himself or by the Third Party. The scope of the provided purpose to ensure the Sub-Lessee´s mobility whereby these activities are provided during the entire activities performed in connection with the SOL used in the scope of the operative leasing with the OLGTC and in the OLA;  

Operative Leasing Agreement (OLA)
a written agreement signed by and between the Lessee and the Sub-Lessee that regulates and sets Terms and Conditions of the Operative Leasing as well as the scope of therewith related Services provided to the Sub-Lessee.;

Short-term operative Sub-lease
the SOL use in the form of the Operative Leasing, against the payment and upon the Lessee´s and Sub-Lessee´s Agreement made for the period of less than 6 (six) calendar months.

Long-term operative Sub-Lease
the SOL use in the form of the Operative Leasing, against the payment and upon the Lessee´s and Sub-Lessee´s Agreement made for the period of 6 (six) and more calendar months.

Uncovered risk
Lessee´s Claims for financial expenses recompensing that incurred against the Sub-Lessee in connection with the Operative Leasing and amount of which exceeds the deposit (caution money) paid.

User´s File
set of information and documents related with the SOL the Sub-Lessee shall receive from the Lessee when overtaking the SOL, save as otherwise agreed in these OLGTC or in writing. User´s file can, depending on the type of the SOL and the scope of the provided services, contain in particular: Certificate of the vehicle registration, Authorization to use the SOL, Acknowledgement of having MCI underwritten for the territory of the Slovak Republic (a green card) as well as for abroad (a white card), SK label, motorway vignette for the territory of the Slovak Republic valid for the respective calendar year, service cards, Assistance Services General Terms & Conditions, Assistance Services Card, Instructions how to proceed in the case of the insured claim, forms to be filled for the insurance company in the case of the insured claim occurrence eventually other documents stipulated in these OLGTC, in the OLA or in the Lease Contract;

Confidential information
all information concerning the OLA Contractual Parties or the Third Parties being in the contractual relations either with the Lessee or with the Sub-Lessee as the case may be, the Parties hereto have gained upon or in connection with the OLA including information subject to the business secrets and confidentiality as per the Commercial Code or information being protected in compliance with the Regulations in Personal Data Protection and/or any and all other information about a legal status or economic and financial conditions of the Lessee as well as Sub-Lessee or of the Third Parties being in the contractual relation with the Lessee or with the Sub-Lessee as the case may be;

Making public/Publicising
publishing document or information in the publicly accessible commercial areas in the Lessee´s premises or in the publicly accessible commercial areas of the third party the Lessee has been cooperating with by signing, concluding the OLA or on the Lessee´s internet site (web page – www.avisprestige.sk) or making it public in a different form upon the Lessee´s discretion whereby it is understood that once being published the respective document or information becomes effective save as being otherwise stated in that document.

3 ACTING AND SIGNING

3.1 Acting for and on Sub-Lessee´s behalf

3.1.1 A legal entity registered in the Companies Register shall be represented by the statutory body that acts for and on behalf of the company as per the records made in the Companies Register or there can be a deputy acting for and on its behalf. A legal entity not being registered in the Companies Register shall be represented by the statutory body, i.e. those individuals who are empowered to act for and on behalf of the legal entity upon the Deed of Incorporation or other Deeds made in compliance with the respective legal regulations.

3.1.2 Should there be a change in the legal entity´s statutory body structure, such a change shall become effective in relation to the Lessee in the moment when he was provided with the original or notarized copy of the valid Deed of resolution issued by the authority that is, according to the Articles of Partnership, Deed of Incorporation or Memorandum of Articles, eligible to execute such a change. This clause does not affect the Sub-Lessee´s obligation to submit to the Lessee a new Abstract of the respective Register records without any delays and reservations whatsoever once such a change was duly registered in the Companies Register and/or in other Register set by law. Credibility and Trustworthiness of the submitted deeds shall be judged by the Lessee upon his own discretion.

3.1.3 A private individual can act individually in the relation with the Lessee only if he/she has a full competence to perform legal acts. In the case of their limited competence to perform legal acts this private individual shall be represented by his/her legal representative.

3.2 Acting by proxy

3.2.1 A legal entity as well as a private individual can be by their legal acts substituted by their representative acting upon the empowerment. The empowerment must be granted in writing and it must be sufficiently specific in its content. A Sub-Lessee´s signature on the Empowerment must be notarized or otherwise attested in, for the Lessee satisfactory, form. The Sub-Lessee does herewith undertake to notify the Lessee without any delays or reservations whatsoever about any changes, modifications or termination of the empowerment.

3.3 Proving Identity

3.3.1 The Lessee is entitled to require the Sub-Lessee to prove their identity by each and every act and the Sub-Lessee is obliged to meet this Lessee´s requirement.

3.3.2 A Sub-Lessee – a private individual shall prove their identity to the Lessee by presenting his/her valid ID card. A Sub-Lessee – a legal entity shall prove the Lessee their identity by presenting a valid ID card of the individual acting for and on behalf of the Sub-Lessee together with the Deed proving his/her authority to represent.

3.3.3 It is understood a proof of identity to be: ID card, passport or a resident alien’s ID/permit. Time to time the Lessee is entitled to require the Sub-Lessee to provide additional information proving veracity and accuracy of by the Sub-Lessee provided data. The Sub-Lessee does herewith agree the Lessee to have right to make a photocopy of the proof of identity and/or other complimentary documents submitted by the Sub-Lessee and to have these photocopies stored in compliance with the valid personal data protection legislation.

B. SPECIAL PART

4 SUBJECT OF THE LEASING (SOL)

4.1 SOL Order, handover and takeover

4.1.1 A Sub-Lessee can present their will to use the SOL in the form of the operative leasing by sending a written request by email, facsimile or by phone or in any other form (hereinafter to be referred to as “Request for an Operative Leasing”) by stating in particular – SOL specification incl. accessories, required time of its delivery, period of lease and eventually an assumed number of kilometres driven in a year, scope of the requested services and other relevant issues. A Request for Operative Leasing is not binding, i.e. it has only an informative character and its delivery to the Lessee does not constitute any binding relation between the Lessee and Sub-Lessee, OLA or any other binding relation and the Lessee has no liability to the Sub-Lessee. A Request for Operative Leasing become legally binding only if its acceptance was duly confirmed by the Lessee.

4.1.2 Once the binding Request for Operative Leasing is received and the OLA is validly signed, the Lessee shall call upon the Sub-Lessee (in writing by sending an email, facsimile or by making a phone call) to overtake a SOL whereby there shall be a place, date and time of the SOL handover specified in that call as well as other facts possibly needed for the SOL to be duly taken-over (hereinafter to be referred to as „Call for a SOL takeover“). The Lessee and Sub-Lessee may agree in writing on a different place, date, time or other issues than those stated in the Call for the SOL takeover. Should the Terms and Conditions of the takeover not be stipulated in the Call for a SOL takeover or otherwise agreed by the Lessee and Sub-Lessee in writing, the Sub-Lessee is obliged to take the SOL under the Terms & Conditions commonly applied for takeovers of similar movable assets. SOL takeover shall be acknowledged by the Sub-Lessee´s signature attached to the SOL Takeover Protocol.

4.1.3 The Lessee shall hand the Subject of the Leasing over to the Sub-Lessee in the condition suitable and satisfactory for the SOL to be used in an agreed manner. Should there be no purpose of use agreed, then in the condition suitable for a common use of the similar subject of the lease.

4.2 SOL Use

4.2.1 In compliance with the generally binding legal regulations valid in the Slovak Republic, the Lessee is registered as the SOL possessor. In order to prove the Sub-Lessee´s right to use the SOL the Lessee shall, upon the Sub-Lessee´s request, issue an Empowerment immediately after having the OLA signed and hand it over to the Sub-Lessee.

4.2.2 The Sub-Lessee is obliged to use the SOL in compliance with the provisions of these OLGTC and OLA and under therein stated Terms & Conditions and he shall comply to the generally binding legal regulations valid in the Slovak Republic.

4.2.3 Without a prior Lessee´s written consent the Sub-Lessee is not entitled to deal with the SOL in other manner than that stipulated in these OLGTC, OLA or in other written agreement made by and between the Lessee and Sub-Lessee. In particular the Sub-Lessee is not, without a prior Lessee´s written consent, allowed to under-lease, lend, give, sell or encumber, use the SOL as a collateral in order to avoid the SOL to get to the Third Person´s disposal. If the obligation defined in the first sentence of this clause is breached, the Lessee is entitled to charge a contractual penalty equal to 10= of the agreed leasing instalment agreed in the OLA. It is understood the Sub-Lessee would be breaching his obligations within the respective period of time if the Sub-Lessee breaches his obligations though during only one even commenced day during the period for which the leasing instalment is to be paid. Any breach of obligations defined in the first sentence of this OLGTC Clause, shall be considered as a substantial breach of the OLA granting the Lessee with an option to terminate this OLA. Claim for an Indemnification shall remain fully in force. Hence the Lessee is duly entitled to demand the Sub-Lessee to pay not only the contractual penalty but also to indemnify the Lessee from any and all damages incurred as well as to recompense all related costs and expenses caused by the Sub-Lessee´s breaching of the obligations including but not limited to costs incurred in connection with the protection of the Lessee´s rights even in the case when the amount of damage exceeds the amount of the contractual penalty to be paid.

4.2.4 The Sub-Lessee is obliged to notify the Lesser in writing about an occurrence or application of any and all third Partiesrights in connection with the SOL, about any other actions the third Parties perform in the SOL or it’s using, about the SOL stealth, loss and other important facts related with the Lessee's and Sub-Lessee’s mutual binding relations resulting from the OLGTC or OLA (e.g. any changes in the Company Name, address or place of business, changes in the Sub-Lessee's statutory body, changes in the banking details etc.) And this shall be executed by submitting of all important and crucial facts the Sub-Lessee is obliged to prove by providing all relevant documents whereby the Lessee has right, upon his sole discretion, to request the Sub-Lessee to submit also other documentation proving above-stated facts. The Sub-Lessee is also obliged to advice the Lessee about real number of kilometres driven anytime when being asked to do so by the Lessee however at least once in a year.

4.2.5 The Sub-Lessee is obliged to notify the Lessee and respective Police Precinct without any delays if any part of the User's file or SOL accessories were lost, destroyed or stolen and this shall be done particularly by losing, destroying or stealing of Deed of the SOL registration, keys to the SOL, keys to the mechanical safety lock or electronic security system or by losing, destroying or stealing of their code tags, remote lock or other equipment, car-radio including its removable safety panel, SOL License plate, noncash fuel card, MCI certificate or other parts of the User's File or SOL accessories; whereby it is understood the costs related with obtaining of new parts of the User's File or SOL accessories instead of those lost, destroyed or stolen shall be fully on the Sub-Lessee's account as he is obliged to recompense them to the Lessee.

4.2.6 The Sub-Lessee is not allowed, without the Lessee’s prior written consent, to make any modifications on the SOL, technical or other adjustments, install any auxiliary accessories or perform any other modifications of the SOL (hereinafter to be referred to as „SOL Adjustments“), save as otherwise stated in these OLGTC or in the OLA or agreed in writing. Any SOL Adjustments regardless whether being performed with the prior Lessee's written consent or without that shall be performed by the Sub-Lessee at his own costs and risks. The Lessee and Sub-Lessee can agree in writing that SOL Adjustments shall be performed at the Lessee's costs whereby such written agreement shall also include the Parties' written agreement on adjusting amount of Payments as per the Clause 5.7 of these OLGTC. Any SOL Adjustments performed at the Sub-Lessee's costs regardless whether they were performed with the prior Lessee's written consent or without that shall be removed upon the OLA termination and the Sub-Lessee is obliged to get the SOL into its original state and this shall be made at his own expenses. In such a case the Sub-Lessee is entitled to keep the removed SOL Adjustments. The Sub-Lessee is obliged to recompense to the Lessee a possible decrease in the SOL value and any and all damages that might occur on the SOL in connection with any SOL Adjustments performed regardless whether these were performed with the prior Lessee's written consent or without that. In addition, the Sub-Lessee is obliged to indemnify the Lessee from a decreased SOL value and any damages incurred in connection with removing of SOL Adjustments or getting SOL into its original state.

4.2.7 The Sub-Lessee is obliged to keep the SOL in the serviceable condition, use the SOL only in accordance with its manufacturer´s instructions and directions for us, technical conditions of the operation, adhere to the safety regulations set by the SOL manufacturer as well as those resulting from the generally binding legal regulations valid in the Slovak Republic, use the SOL in a way reflecting the SOL character and its common or agreed purpose and way of using and to perform all necessary actions necessary in order to avoid the SOL to be damaged or to avoid risk of damage, loss, stealth, excessive wearing, deterioration and destroying of the SOL and in order to avoid damaging or alternating of features used for the SOL identification (hereinafter to be referred to as „Common way of the SOL use“). SOL must not be used in particular for speedy driving, competing, transporting hazardous materials, training rides, it is not allowed to overload the SOL in order the SOL maximum admissible total or utility weight not to be exceeded etc. The rate of the SOL wearing must reflect the Common Way of the SOL use. NO smoking is allowed in the SOL.

4.2.8 The Sub-Lessee is obliged to use the SOL with a due care, namely he is obliged to check the SOL technical condition incl. that of tyres before each and every SOL use. Should there be any defects on the POL than can be removed by the common maintenance the Sub-Lessee is obliged to remove these defects at his own expenses. The Lessee is obliged, without any delays and reservations whatsoever, to notify the Sub-Lessee about any defects or SOL servicing calls – servicing inspections. If there occur SOL defects that cannot be removed within the scope of the common maintenance (hereinafter to be referred to as „SOL defects “) the Sub-Lessee is obliged to notify the Lessee about these SOL defects without any delays. Depending on the character of the SOL defects the Lessee is obliged to arrange these to be repaired in some of the authorised servicing repair shops whereby the Sub-Lessee is in this case entitled and simultaneously obliged to perform only urgent repairs of those SOL defects not removing of which can cause or increase the scope of the possible damages or not removing of which would cause risk on Sub-Lessee´s life or health or that of the Third Parties. The Sub-Lessee is not allowed to perform other technical interventions into the SOL apart from those of common maintenance in compliance with the SOL manufacturer´s instructions and/or those given by the authorized servicing repair shop save as otherwise stated in these OLGTC. The Lessee is obliged to perform his duty provided that the character of the defect can be ranked within the scope of the basic, regular and mandatory SOL Servicing that is to be arranged by the Lessee. Any SOL defects that cannot be, according to their character, ranked into the SOL basic, regular and obligatory servicing arranged by the Lessee, these shall be removed by the Sub-Lessee at his own expenses in some of the authorized servicing repair shops whereby the Lessee is not, in any case, obliged to recompense these costs to the Sub-Lessee. In addition, the Lessee is not obliged to indemnify the Sub-Lessee from any damages incurred due to the temporary inability to use the SOL because of the defects occurred on the SOL. The Sub-Lessee is obliged to tolerate limitations set on the SOL use because of the SOL defects until these are removed by the authorised servicing repair shop.

4.2.9 Should there be any penalties or fines charged by the respective Police Precinct in the Slovak Republic or other public authority in Slovakia or in abroad because of not adhering to the generally binding legal regulations while the SOL has been used by the Sub-Lessee or a person acting for and on behalf of the Sub-Lessee or because of inappropriate technical condition of the SOL the Sub-Lessee is obliged to pay all such fines or penalties whereby the Lessee is not, in any case, liable for these to be recompensed to the Sub-Lessee. At the same time, the Sub-Lessee is obliged to pay to the Lessee a one-time fee in amount of EUR 20+VAT for any and all fines and penalties charged for a driving offence committed in Slovakia and/or in abroad.

4.2.10 The Sub-Lessee has right to use the SOL only within the European Union territory.

4.2.11 While parking the Sub-Lessee is obliged to activate an electronic security system in the SOL if it is installed and also used any and all mechanical security systems the SOL is equipped with in order to arrange the SOL to be protected against the stealth in as maximum level as possible.

4.2.12 Should the Sub-Lessee substantially breach any of the provisions stipulated in these OLGTC, in the OLA, or if, according to the Lessee´s opinion, there is a risk of Sub-Lessee´s being in such a breach, the Lessee is entitled, even without the Sub-Lessee´s prior consent, to inspect the SOL, its placement, purpose and way of its using either himself or by him authorized or empowered person (hereinafter to be referred to as „SOL Inspection”) and simultaneously he is entitled to withhold the SOL and temporarily ban its further use in the form he might consider to be appropriate. In such a case the Sub-Lessee is obliged to enable the Lessee or by him authorized or empowered person to have unrestricted access to the SOL, to tolerate all actions related with the SOL inspection including its possible transfer or other arrangements needed for its withholding or preventing the Sub-Lessee from its further using. Simultaneously the Sub-Lessee does herewith expressly agree the Lessee or by the Lessee authorized or empowered person to have access to the SOL as well as to be allowed to break through any possible obstacles blocking the access to the SOL at the place it is parked at and even in such a case if the SOL is parked at the land, building or other site the Sub-Lessee has been using at any legal base. For this purpose, the Lessee or by the Lessee authorized or empowered person is entitled to enter and view the premises, business site or residential place the Sub-Lessee is living in. the Sub-Lessee does herewith undertake to compensate the Lessee and/or by the Lessee authorised or empowered for all costs incurred in connection with the ensuring the SOL withholding and/or professional demounting, transfer, storage etc. If the Lessee and/or by the Lessee authorised or empowered person execute the SOL Inspection and apply the right to have access to the SOL, the Sub-Lessee is obliged to provide them a full concurrence the Lessee or by the Lessee authorised or empowered person will ask him for. If the SOL is parked on the land, building or other site the Sub-Lessee has no ownership title to or similar right of use and because of that the Lessee or by the Lessee authorized or empowered person will not be able to get access to the SOL, the Sub-Lessee is obliged to enable the Lessee or by the Lessee authorised or empowered person to get access to the SOL latest on the next working day. By failing to meet any obligations set in this Clause, the Lessee is entitled to charge a contractual penalty equal to 10 % of in the OLA agreed leasing instalment. It is understood the failure to meet the obligations to be the Sub-Lessee´s not meeting his obligations albeit in one though commenced day during the respective period of time for which he is obliged to pay the leasing instalment. Claim to be indemnified from damages shall remain untouched. Hence, apart from the claim to get the contractual fine paid, the Lessee is entitled to be fully indemnified from all damages and costs incurred to the Lessee or to by the Lessee authorized and empowered third person because of Sub-Lessee´s failure to meet any obligations stipulated in this Clause of OLGTC and this shall be applied even in the case if the amount of damage exceeds the amount of the contractual penalty. The contractual penalty in this case shall not be considered as a flat indemnification from damages.

4.2.13 The Lessee or by the Lessee authorized or empowered person are entitled to withhold the SOL should an uncovered risk occur. For such a case the Lessee or by the Lessee authorized or empowered person are entitled to enter and view the premises, business site or residential place the Sub-Lessee is living in. The Sub-Lessee does herewith undertake to compensate the Lessee and/or by the Lessee authorised or empowered for all costs incurred in connection with the ensuring the SOL withholding and/or professional demounting, transfer, safeguarding, storage etc. If the Lessee and/or by the Lessee authorised or empowered person execute the SOL withholding and apply the right to have access to the SOL, the Sub-Lessee is obliged to provide them a full concurrence the Lessee or by the Lessee authorised or empowered person will ask him for. If the SOL is parked on the land, building or other site the Sub-Lessee has no ownership title to or similar right of use and because of that the Lessee or by the Lessee authorized or empowered person will not be able to get access to the SOL, the Sub-Lessee is obliged to enable the Lessee or by the Lessee authorised or empowered person to get access to the SOL latest on the next working day. By failing to meet any obligations set in this Clause, the Lessee is entitled to charge a contractual penalty equal to 10 % of in the OLA agreed leasing instalment. It is understood the failure to meet the obligations to be the Sub-Lessee´s not meeting his obligations albeit in one though commenced day during the respective period of time for which he is obliged to pay the leasing instalment. Claim to be indemnified from damages shall remain untouched. Hence, apart from the claim to get the contractual fine paid, the Lessee is entitled to be fully indemnified from all damages and costs incurred to the Lessee or to by the Lessee authorized and empowered third person because of Sub-Lessee´s failure to meet any obligations stipulated in this Clause of OLGTC and this shall be applied even in the case if the amount of damage exceeds the amount of the contractual penalty. The contractual penalty in this case shall not be considered as a flat indemnification from damages.

4.2.14 The Lessee is entitled to make, in his own discretion, any visual or sound or similar recordings of the SOL, of any of its parts or documents and certificates related with the SOL acquisition and use, if the Lessee considers that appropriate to apply his rights resulting from any and all contracts and agreements signed by and between the Lessee and Sub-Lessee or from any other reason the Lessee might consider appropriate. The Sub-Lessee does herewith agree the Lessee to be entitled to use these recordings and copies as evidences should there any dispute occur.

4.2.15 The Sub-Lessee is not entitled to change the plastic pad under the SOL License Place with the Lessee´s identification nor remove the Lessee´s name from it. Should this plastic pad be damaged or lost the Sub-Lessee is obliged to notify the Lessee about this without any delays or reservations whatsoever and the Lessee shall then supply a new plastic pad for the SOL at the Sub-Lessee´s expenses.

4.2.16 The Sub-Lessee is not entitled to intervene in any form into the SOL odometer or change data shown thereon. Should there be any defect on the odometer, the Sub-Lessee is obliged to notify the Lessee about that in writing without any delays and reservations whatsoever and the Lessee shall arrange its repair in the authorized servicing repair shop. At the same time the Lessee is entitled, respecting the SOL common tear-and-wear and current course of the SOL using, to estimate the number of kilometres driven during the period of time when the odometer was out of order. The Sub-Lessee does herewith undertake to accept this estimation as the accurate and genuine information.

5 PAYMENT TERMS AND CONDITIONS

5.1 The Sub-Lessee is obliged to pay the Lessee each and every leasing instalment in time and in accordance with the Terms and Conditions stipulated in these OLGTC, in the OLA, save as otherwise agreed by the Lessee and Sub-Lessee in writing. Leasing instalments shall be paid by the Sub-Lessee upon the invoices issued by the Lessee. The Lessee shall issue the invoice for the first instalment latest on the last day of the calendar month in which the SOL was taken over by the Sub-Lessee. An invoice for each following leasing instalment shall be issued by the Lessee in advance, namely in the first day of the respective calendar month preceding the period for which the respective instalment shall be paid. In the OLA the Lessee and the Sub-Lessee can agree the payment periods the Sub-Lessee shall pay the respective instalment for may be longer than one calendar month. In such a case the provisions of these OLGTC shall apply accordingly even on these longer payment periods. Should the Contractual Parties agree on total leasing instalment, the Lessee shall issue the invoice immediately upon handing the vehicle over to the Sub-Lessee. The Invoice maturity shall be minimum 14 days since its issuance date. In the OLA there can be specified that the Sub-Lessee is obliged to pay certain amount or its part in the form of the down-payment that will be due before the SOL is handed over to the Sub-Lessee.

5.2 Each leasing instalment, fee, charges or costs agreed in the OLA and any other payment the Sub-Lessee is obliged to pay to the Lessee upon these OLGTC or OLA (hereinafter to be referred to as „Payment“) shall be in the respective invoice issued by the Lessee stated in the currency agreed in the OLA and without the Value Added Tax (VAT), save as otherwise agreed. The VAT rate is defined by generally binding legal regulations valid in the Slovak Republic and in the respective invoices it shall be defined separately. The Sub-Lessee is obliged to pay each payment in the currency agreed in the OLA together with the VAT as being defined in the respective invoice. The Sub-Lessee is obliged to pay each payment in the full amount by the bank wire transfer from his current account to the Lessee´s current account with the OLA reference as the variable symbol of the payment, if there was not a different variable symbol defined by the Lessee. The Sub-Lessee is obliged to notify the Lessee in writing without any delays and reservations whatsoever about any change in his banking details, account number or bank in which his bank account is held and that shall be used for paying the payments to the Lessee. Should there by any change in the Lessee´s account the Sub-Lessee is obliged to accept such a change and arrange the payments to be made to the Lessee´s new current account.

5.3 Costs incurred to by the Lessee authorized or empowered person shall be paid by the Sub-Lessee to the Lessee´s account.

5.4 The Sub-Lessee is obliged to ensure each payment to be credited to the Lessee´s account latest on the maturity date stated on the respective invoice issued by the Lessee (hereinafter to be referred to as „Maturity date“). The maturity date is 14 days since the date of an invoice issuance save as otherwise stated in the OLA or in the respective invoice.

5.5 Should the Sub-Lessee be in delay with paying the respective payment the Lessee is entitled to require the Sub-Lessee to pay the default interest equal to 0.05% of the amount due for each and every, even commenced day of delay. At the same time the Lessee is entitled to claim the amount due to be paid and at the Lessee´s sole discretion such accounts receivables can be collected either by the Lessee himself or by the third person. The Sub-Lessee does herewith undertake to settle all costs incurred to the Lessee in connection with the collecting of debt including its attribution, default interest, contractual penalty, charges of collecting etc. Should the Sub-Lessee fail to pay the overdue invoice amount or other payment within 14 days since its maturity date this shall be consider as a Sub-Lessee´s substantial breach of the OLA and in such a case the Lessee is entitled to cancel the OLA. The Sub-Lessee´s being in default with the financial liabilities creates the Lessee´s title to be compensated for the costs incurred in connection with the collecting of accounts receivables and such a flat-rate compensation shall be made in compliance with the § 2 of the Government Decree No. 21/2013 of the Statute Book regulating the executions of some provisions of the Commercial Code and this one-time compensation shall be EUR 40 regardless how long the delay was without any specific notification to be applied.

5.6 By stating the variable symbol of the Payment this payment shall be assigned to the respective invoice. Should there be no variable symbol or other reference stated for the payment to be identified this payment will be assigned in chronological order to the most mature invoice. according to the maturity date. Payment counts firstly to the principal.

5.7 The Lessee is entitled, without the Sub-Lessee´s consent, to unilateral change in the particular payments amounts, their maturity and structures only if:
a) There is a change in the legal, executive or other regulations affecting the amount of particular payments, in particular the changes in the tax legislations, in tax or fees rates or if there are new taxes or charges imposed; or
b) There are changes or modifications in the SOL insurance policy terms and conditions, changes in therewith related insurance premium rates or changes in other substantial issues having impact on the insurance premium;
c) Lessee, adhering to these OLGTC, underwrites a collision insurance of the SOL and the respective insurance company has increased the insurance rates due to the proven high risk of damages than can possibly occur on the SOL because of the Sub-Lessee´s behaving risky while using the SOL during the insurance term;
The Lessee is obliged to notify the Sub-Lessee in writing about any change in the particular payments that occurs and this shall be made without any delays and reservations whatsoever together with specifying the reason of such increase of the payments as being defined herein and with the effective date since when the increase in the payment shall apply.

5.8 Upon the written agreement with the Sub-Lessee the Lessee is entitled to change the amount of particular payments, their maturity or structure in particular if:
a) upon the Lessee´s and Sub-Lessee´s mutual agreement there was made a change in the duration of the leasing; or
b) upon the Lessee´s and Sub-Lessee´s mutual agreement there was made a change in the scope of the Services provided; or
c) upon the Lessee´s and Sub-Lessee´s mutual agreement the costs of the SOL adjustments shall be paid by the Lessee.

5.9 The Lessee is entitled to be compensated for actually incurred eligible costs related with the SOL that are not included in the respective leasing instalments, charges or costs agreed in the OLA (hereinafter to be referred to as „Costs of SOL“). The Sub-Lessee undertakes to recompense all Costs of SOL to the Lessee in time and this shall be made upon the special invoice issued by the Lessee save as otherwise agreed by the Lessee and Sub-Lessee in writing. The Lessee shall issue an invoice for the Costs of SOL to be recompensed depending on features, character and reason of their occurrence and within the appropriate period of time after having the accurate amount of Costs of SOL defined. It is understood the Costs of SOL to be in particular:
a) Costs of repair incurred due to the damage caused on the SOL not covered by the SOL insurance policy or not reimbursed in full amount by the respective insurance company or those the respective insurance company refused to reimburse;
b) Amount equal to co-partnering rate agreed for the damages incurred and defined in the respective insurance policy or amount of unclaimed part of the damage. The Coinsurance fee agreed in the Article 2, Sec. 5, Clause III is not included in that amount and the Sub-Lessee is obliged to pay jointly this amount together with the fee defined in the OLA;
c) Costs of SOL maintenance and repair including but not limited to the tyres servicing that are not included in the leasing instalments or that were paid by the Lessee extra above the scope of the Services agreed in the OLA;
d) Costs of loaner the Lessee provided to the Sub-Lessee in the case of the SOL insured claim occurrence if the Lessee is not entitled to get such a loaner free of charge;
e) Other costs not included in the leasing instalments, fees, charges or costs agreed in the OLA and these OLGTC, or those settled by the Lessee upon the mutual agreement between the Lessee and the Sub-Lessee extra above the scope of the Services agreed in the OLA.

2.10 A person signing the Operative Leasing Agreement for and on behalf of the Lessee (hereinafter to be referred to as
or its part to the Sub-Lessee in time, latest on its maturity date, this shall be settled on this date by the Affiliated Debtor.
Debtor. The Affiliated Debtor does herewith warrant and represent that should the Lessee fail to pay any financial liability
Debtor becomes liable for having the incurred claims settled and thus he jointly with the Sub-Lessee becomes a Lessee´s
indemnifications, default interest, caution money, SOL excess use fees etc.). By signing the Agreement the Affiliated
any and all liabilities resulting from the Contract (particularly – but not limited to – a liability to pay the leasing instalments,
“Affiliated Debtor”) decided, upon the mutual agreement with the Lessee, to accede to the Lessee´s obligation to settle

6 SERVICES

6.1 Motor Vehicle Tax and Motorway Vignette

6.1.1 If there is a passenger motor vehicle, utility motor vehicle, truck or other transportation equipment defined as the SOL in the OLA and save as otherwise stated in the OLA, the Lessee is obliged, prior the SOL being handed over to the Sub-Lessee, to ensure the Motor Vehicle Tax and Motorway Vignette for the particular calendar year to be paid in compliance with the generally binding legal regulations valid in the Slovak Republic, save as otherwise stated in the OLA. The Sub-Lessee is not liable to recompense the Lessee´s costs of Motor Vehicle Tax or Motorway Vignette as these are included in the operative leasing price.

6.2 SOL Insurance

6.2.1 MCI

6.2.1.1 If there is an obligation to have a MCI policy underwritten for the SOL in compliance with the generally binding legal regulations valid in the Slovak Republic, the Lessee shall arrange the MCI policy to be underwritten in some of the insurance companies he has contracts signed with. At the same time, the Lessee shall ensure the contract of internationally valid liability insurance – so called Green Card save as otherwise agreed by the Lessee and Sub-Lessee in writing. A territorial validity of the insurance shall be in such a case defined in the respective Insurance Terms & Conditions. The Sub-Lessee is not liable to recompense the insurance premium the Lessee paid for the MCI as these costs are included in the operative leasing price.

6.2.1.2 Confirmation of having the MCI underwritten for the territory of the Slovak Republic – so called White Card and/or for abroad – so called Green Card is a part of the User´s File.

6.2.1.3 The Sub-Lessee is obliged to get familiar with the respective Insurance Terms & Conditions and adhere to them during the entire Leasing Term. If the Sub-Lessee breaches or fails to meet some of the Sub-Lessee´s obligations as per the Insurance Terms & Conditions, or those set in the generally binding legal regulations valid in the Slovak Republic, in these OLGTC, OLA, and this causes the respective Insurance Company refuses or reduces the insurance benefits, the Sub-Lessee is obliged to compensate the Lessee for the entire amount of damage occurred on the SOL eventually for the amount calculated as a difference between the actually incurred SOL damage and insurance benefits paid.

6.2.2 Other types of the SOL insurance

6.2.2.1 Save as otherwise agreed by the Lessee and Sub-Lessee in writing, the Lessee shall arrange the Contract on SOL Insurance policy for the case of common risks including collision, crash, stealth, damage or natural disasters (hereinafter to be referred to as “Common Insurance Risks”) to be signed with the some of the insurance companies he has contracts signed with. If there is no Insurance Policy underwritten for the case of some of the Common Insurance Risks in accordance with the Lessee´s and Sub-Lessee´s written agreement and the Sub-Lessee signs such a Contract of Insurance in his own name and at his own account, the Sub-Lessee is obliged to set up a deposit of the insurance benefits resulting from this Contract of Insurance in favour of the Lessee and simultaneously he is obliged to prove this deposit to the Lessee without any delays and reservations whatsoever. The Sub-Lessee is obliged to keep that deposit made in favour of the Lessee during the entire Term of the Leasing. The Lessee and Sub-Lessee shall agree on the range of the insurance cover in writing.

6.2.2.2 If there is no Insurance Policy underwritten for the case of some of the Common Insurance Risks in accordance with the Lessee´s and Sub-Lessee´s written agreement or if there is such an Contract of Insurance signed but covering less amount than that of the damage incurred on the SOL, the Sub-Lessee is obliged to compensate the Lessee for the entire amount of damage occurred on the SOL or the amount calculated as a difference between the actually incurred SOL damage and insurance benefits paid.

6.2.2.3 Should the Sub-Lessee make a written request the Lessee to underwrite a SOL Insurance Policy against other insurance risks (hereinafter to be referred to as „Other Insurance Risks“), such as complementary accident insurance, complementary luggage insurance, legal protection insurance - D.A.S., etc; the Lessee shall arrange this to be underwritten in some of the insurance companies the Lessee has contracts signed with. The Lessee and Sub-Lessee shall agree on the range of the insurance cover in writing.

6.2.2.4 A range of cover, Sub-Lessee´s Coinsurance and co-partnering at the casualties and insured events as well as other Terms & Conditions of the SOL Insurance shall be defined in the Insurance Terms & Conditions.

6.2.2.5 The Sub-Lessee is obliged to get familiar with the Insurance Terms & Conditions as well as with other possible requirements the respective insurance company might have in connection with the insured SOL and to follow them during the entire Term of the Leasing. If the Sub-Lessee breaches or fails to meet some of the Sub-Lessee´s obligations as per the Insurance Terms & Conditions, or those set in the generally binding legal regulations valid in the Slovak Republic, in these OLGTC, OLA, and this causes the respective Insurance Company refuses or reduces the insurance benefits, the Sub-Lessee is obliged to compensate the Lessee for the entire amount of damage occurred on the SOL eventually for the amount calculated as a difference between the actually incurred SOL damage and insurance benefits paid.

6.2.3 Common provisions for the SOL insurance, occurrence and adjustments of the insured claims

6.2.3.1 The Sub-Lessee is obliged to act with a due care to prevent a SOL insured claim to occur. Should there be a risk of the SOL insured claim occurrence, the Sub-Lessee is obliged, at his own expenses and with the respect to the circumstances and his own possibilities, to undertake all necessary arrangements to prevent the SOL to be damaged and if there is no possibility to prevent such SOL damage the Sub-Lessee is obliged to undertake all necessary arrangements necessary to reduce the scope of damages occurred on the SOL.

6.2.3.2 If any insured claim occurs, the Sub-Lessee is obliged:
a) To act in compliance with instructions given for the case of the insured claim on the SOL and that are the part of the User´s File. If it is not possible or if the resolving of the insured claim on the SOL requires the Lessee to give special instructions, the Sub-Lessee is obliged to request for these Lessee´s instructions without any delays and reservations whatsoever and to follow these instructions thereafter;
b) To advice respective Police Precinct in the Slovak Republic about the insured claim occurrence (namely if the SOL was stolen, wilfully damaged, or if there is a suspicion on crime). If there is a Police report made concerning the accident, crime or trespass (e.g. notice of the SOL theft crime etc.) the Sub-Lessee is obliged to get a copy of such a report from the Police and deliver it to the Lessee without any delays;
c) To notify the Lessee in writing should such insured claim occur and deliver the filled-in form for insured claims reporting and this shall be done latest within 24 hours since the insured claim occurrence and ascertainment. Forms for reporting of insured claims reporting are included in the User´s File;
d) To arrange evidences and proofs necessary for setting or claiming the insurance benefits from the respective insurance company. If the respective insurance company conditions the insurance benefits payment by receiving the Police Report on the insured claim the Sub-Lessee is obliged to ensure this report to be delivered to the Lessee without any delays or reservations whatsoever.

6.2.3.3 Sub-Lessee is obliged to indemnify the Lessee in full for damage incurred on the SOL if this has been used in countries out of the territorial scope of the SOL insurance policy.

6.2.3.4 If the respective insurance company declares the damage to the SOL to be total as its repair would not be cost-effective, the Lessee shall terminate the OLA and make a final closure of the accounts. The Lessee does herewith undertake to perform all acts he considers inevitable for having the insurance benefits paid from the respective insurance company.

6.2.3.5 An occurrence or possible duration of the insured claim does not affect the Sub-Lessee´s obligation to pay the respective leasing instalments for the SOL whereby this obligation remains in force during the entire Term of the Leasing save as otherwise stated in the Insurance Terms & Conditions, in these OLGTC, or OLA.

6.2.3.6 If the insured claim on the SOL is caused by the Sub-Lessee, the Sub-Lessee is obliged to pay the Lessee demurrage charges for the time while the SOL is in the servicing. Demurrage charges equal to 70% of the leasing instalment paid for the SOL as agreed in the OLA. If there is a daily leasing instalment agreed in the OLA, demurrage charges shall be calculated as the number of days while the SOL was in the servicing multiplied by the amount equal to 70% of the daily leasing instalment agreed in the OLA. If there is different interval for leasing instalment paying agreed in the OLA the demurrage charges shall be calculated as the number of days while the SOL was in the servicing multiplied by the amount equal to 70% of the leasing instalment/day.

6.3 Maintenance, Repairs and Tyres Servicing

6.3.1 There is a basic regular and mandatory SOL servicing incorporated in the leasing price whereby such a servicing shall be arranged by the Lessee.

6.3.2 During a short-term operative sub-Lease, the price of the operative leasing does not include costs of tyres exchange and replacement caused by the SOL inappropriate and wrongful use. Similarly, the price does not include costs of the tyres exchange in the case of the flat tyre or tyre damaging and/or seasonal exchange of tyres (i.e. exchange of summer and winter tyres on the SOL). In this case the costs of the tyres exchange and replacement shall be paid in full by the Sub-Lessee.

6.3.3 During a long-term operative sub-Lease, the price of the operative leasing does not include costs of tyres exchange and replacement if there are more than 30000km driven with one set of tyres. Similarly, the price does not include costs of tyres exchange and replacement caused by the SOL inappropriate and wrongful use.

6.3.4. The Sub-Lessee is not entitled to get discount from the leasing instalments if there is no spare tyre in the SOL and due to this the SOL is temporarily out of operation.

6.3.5. The Lessee shall arrange SOL guarantee and post-guarantee servicing and repairs. Costs of this servicing and repairs, except the costs acknowledged as eligible guarantee repairs and free guarantee servicing paid by the Supplier or Vendor, shall be paid by the Lessee. All other costs of maintenance and repairs as well as those of tyres servicing shall be paid by the Sub-Lessee.

6.3.6. If there is necessary to have the SOL serviced, the Sub-Lessee is obliged to use solely and exclusively the services in the authorized servicing repair shop and with the Lessee´s prior consent.

6.3.7. If the insured claim occurs on the SOL, the Sub-Lessee is entitled to get a substitute vehicle. The Sub-Lessee is obliged to ask the Lessee for the substitute vehicle in writing. The Lessee shall check and verify the reasons why the SOL is out of operation and in eligible cases he shall arrange a substitute vehicle for the Sub-Lessee. If the insured claim was not caused by the Sub-Lessee, the Lessee shall provide a substitute vehicle to the Sub-Lessee free of charge. If the insured claim was caused by the Sub-Lessee and/or by the Third Party´s fault the Sub-Lessee is obliged to pay the Lessee not only the leasing instalments agreed in the OLA but in addition also the aliquot part of the leasing instalments agreed in the OLA for each and every even commenced day of substitute vehicle use. The Sub-Lessee is obliged to pay costs and expenses additionally charged for the use of the substitute vehicle in the case when the investigation of the insured claim would prove it was the Sub-Lessee´s or Third Party´s fault but the Lessee had originally provided the substitute vehicle to the Sub-Lessee free of charge.

7 OLA TERMINATION AND SOL RETURN

7.1 OLA Terminated in due course

7.1.1 Save as otherwise agreed by the Lessee and Sub-Lessee in writing, the OLA is duly terminated on the expiration of the Term for which the Operative Leasing was agreed as per the respective OLA, but not before the moment when the SOL is returned to the Lessee and all Lessee´s and Sub-Lessee´s mutual claims and liabilities are settled.

7.2 OLA Premature termination

7.2.1 Lessee and Sub-Lessee are entitled to back out of the OLA only in the cases stipulated in these OLGTC, OLA or in the respective provisions of the Commercial Code. Rescission of the OLA must be made in writing and delivered to the other Party; it becomes effective on the day when being delivered to the other Party save as otherwise stated in the Cancellation/Rescission Notice. Effective Rescission does not create right one Contractual Party to demand returning of any execution performed by the other Contractual Party upon or in connection with the OLA prior the Rescission effective date.

7.2.2 The Lessee is entitled to make the OLA null and void particularly from these reasons:
a) If the Sub-Lessee is in delay with paying the leasing instalment, charges or costs agreed in the OLA or their parts or he is in delay with paying any financial liabilities the Sub-Lessee has towards the Lessee upon these OLGTC or OLA longer than 7 days since the maturity date of the respective invoice issued by the Lessee and/or if the Sub-Lessee is in delay with performing any other financial or non-financial liability he has towards the Lessee; or
b) If there was a bankrupt announced on the Sub-Lessee´s assets, bankrupt proceedings commenced, restructuring plan submitted for approval, the restructuring plan was approved or if there was submitted any proposal for similar proceedings to be applied on the Sub-Lessee´s assets and the Lessee considers these proceedings to be legitimate and appropriate; or if the Sub-Lessee is, according to the respective Slovak or foreign generally binding legal regulations in bankruptcy; or
c) If the Sub-Lessee uses the SOL in other way of use than that agreed in these OLGTC due to which the Lessee suffered damage or there is a risk of damage that can jeopardize the Lessee; or
d) If the Sub-Lessee does not accept the change in the amounts payable, their maturity or structure performed in accordance with the Sec. 5.6 of these OLGTC, or if the Sub-Lessee expressly disagree with the changes in these OLGTC made in accordance with the Sec.14.1 of these OLGTC; or
e) In the case of the Sub-Lessee´s death or if the Sub-Lessee decides to have his business dissolved with or without liquidation, to change a legal form of his business, to purchase, sell or rent the business or its part, to reduce the equity capital of his company, to change the structure of his statutory bodies or to make any changes in other business matter the Lessee can consider to have significant impact on the Sub-Lessee´s solvency; or
f) If there were substantial change in the Sub-Lessee´s operations, his subsidiaries or other assets the Lessee can consider having significant impact on the Sub-Lessee´s solvency, namely commencements of legal, court, arbitration or similar proceedings against the Sub-Lessee; or
g) If the Sub-Lessee moves his registered office out of the Slovak Republic; or
h) If the SOL was involved in the criminal activities or if there is a risk of criminal proceedings to be commenced or have already been commenced against the Sub-Lessee, his statutory representative or member of the Sub-Lessee´s Boards; or
i) If by signing the OLA or in connection with its concluding the Sub-Lessee provides to the Lessee or to other person incorrect, incomplete or false information including those concerning his financial and economic conditions or activities or if he fails to disclose facts or circumstances under which the Lessee would, at his own discretion, have refused to sign the OLA with the Sub-Lessee.

7.2.3 Should one of the Parties back out of the OLA it does not create a waiver of the Lessee´s title to require the Sub-Lessee to pay all outstanding leasing instalments, fees, charges and costs agreed in the OLA or OLGTC and these become due on the OLA termination date duly paid including the default interest, contractual penalties or damages (hereinafter to be referred to as “Outstanding liabilities”). At the same time, the Lessee is entitled to start collecting the Outstanding Liabilities either himself or by the Third Party, upon his own discretion, whereby the Sub-Lessee does herewith undertake to settle all costs that may incur to the Lessee in connection with the collecting of the Outstanding accounts payables incl. their attributions and costs of collecting. Claim for indemnification remains fully in force and apart from the aforementioned claims, the Lessee is entitled to claim the Sub-Lessee to compensate the full amount of the damage and costs that occurred due to the OLA termination.

7.2.4 If the Lessee and Sub-Lessee signed more OLAs and if there occurs a reason, as per these OLGTC, to have any of these OLAs terminated prematurely the Lessee and the Sub-Lessee are entitled, at their own discretion, to have any or all these OLAs terminated prematurely.

7.2.5 In the case of the total damage of the SOL the OLA shall be terminated prematurely on the day when the total damage to the SOL occurred whereby the Sub-Lessee´s obligation to pay the leasing instalments shall be annulled only on the day when the Lessee received the resolution in which the respective insurance company acknowledges the total damage of the SOL. The Lessee is obliged to issue a credit note in favour of the Sub-Lessee covering all payments paid since the day when the total damage to the SOL occurred up to the day when the Lessee received the respective SOL Total Loss Acknowledgement from the respective insurance company.

7.2.6 If the SOL was stolen the OLA is terminated prematurely on the day when the Sub-Lessee provably reported the SOL stealth on the respective Police Precinct in the Slovak Republic whereby the Sub-Lessee´s obligation to pay the payments shall be annulled on the day when the Lessee received the Notice on Criminal Proceedings Commencement in accordance with the Criminal Code. The Lessee is obliged to issue a credit note in favour of the Sub-Lessee covering all payments paid since the day when the Sub-Lessee provably reported the SOL theft to the Police up to the day when the Lessee received the respective Notice on Criminal Proceedings Commencement. If the respective authorities find and secure the stolen SOL for the Lessee´s sake prior the Notice on Criminal Proceedings commencement is delivered to the Lessee this constitutes a conclusive presumption that the OLA was not prematurely terminated and thus the Lessee and Sub-Lessee are obliged to continue in executing this OLA save as otherwise agreed in writing.

7.3 Returning SOL

7.3.1 If the Leasing Term expires, if the Total Limit in kilometres is achieved as well as if the OLA is terminated prematurely, the Sub-Lessee is obliged to return the SOL back to the Lessee without any delays and reservations whatsoever, however not latest than within 3 working days since the day when some of the events stated above in this OLGTC Clause occurs; this does not apply for the case of the total damage to the SOL as well as SOL theft.

7.3.2 The Sub-Lessee is obliged to return the SOL back to the Lessee at the previously agreed place should such a place of the SOL returning be agreed in advance. The Sub-Lessee is obliged to return the SOL at the place the Lessee has defined in writing and if the Lessee has not defined such a place in writing, the Sub-Lessee shall return the SOL back at the Lessee´s registered domicile. The Sub-Lessee is liable for any damages incurred until the SOL is duly returned to the Lessee.

7.3.3 The Sub-Lessee is obliged to return the SOL back to the Lessee in as similar condition as that in which he has the SOL taken-over considering its common tear-and-wear caused by the SOL common use, SOL age and number of kilometres driven. Together with the SOL the Sub-Lessee is obliged to return to the Lessee all with the SOL connected appurtenances, technical documentation and/or User´s File the Sub-Lessee received from the Lessee, in particular the Sub-Lessee is obliged to return keys from the SOL, from the mechanical safety lock and/or electronic security system, remote lock or other equipment, car radio including its removable safety panel, servicing book, fuel card, assistance services card, tyres warehouse-keeper´s receipt.

7.3.4 All costs incurred to the Lessee because of not having the full SOL appurtenances, technical documentation or User´s File returned, the Lessee is entitled to charge and include them into the final settlement of claims, final clearing made with the Sub-Lessee. The Sub-Lessee is obliged to return the SOL clean and with a clean interior. Should the Sub-Lessee fail to meet this obligation the Lessee shall be entitled to account the Sub-Lessee for all costs of the SOL cleaning and include them into the final clearing.

7.3.5 The Lessee shall inspect the SOL condition immediately upon its returning. The Sub-Lessee is liable for the SOL excessive deterioration, all defects and damages found on the SOL in the moment of this inspection the Lessee had no previous knowledge about and which were not removed or fixed in accordance with these OLGTC and this applies also for the case if these defects or damages would become apparent after having this inspection performed. The Lessee is entitled to account the Sub-Lessee for all costs of removing these defects and damage to the SOL and include them into the final clearing.

7.3.6 The Lessee and Sub-Lessee shall confirm the SOL return by signing a SOL Return Protocol upon which the SOL is considered returned to be Lessee in a due course. There shall be possible excessive use of the SOL and all its defects and damages ascertained by the SOL inspection, missing appurtenances, technical documentation or User´s File, number of kilometres driven and date when the SOL Return Protocol was signed.

7.3.7 Should the Sub-Lessee fail to return the SOL within the period of time stated in the Sec. 7.3.1 of these OLGTC, the Lessee is entitled, without the Sub-Lessee´s prior consent, to have the SOL revoked either by himself or by him empowered and authorized person or to ban the SOL further use and this can be done in a manner the Lessee would consider appropriate. In such a case the Sub-Lessee is obliged to enable the Lessee or by the Lessee authorized and empowered person to have unrestricted access to the SOL and tolerate possible transfer of the SOL or other measures to prevent the Sub-Lessee from its further using. The Sub-Lessee does herewith grant to the Lessee or to by the Lessee authorized and empowered person an express consent to provide unrestricted access to the SOL, to break through any possible obstacles blocking the access to the SOL at the place the SOL is parked and even in such a case if the SOL is parked at the land, building or other site the Sub-Lessee has been using at any legal base. For this purpose, the Lessee or by the Lessee authorized or empowered person is entitled to enter and view the premises, business site or residential place the Sub-Lessee is living in. the Sub-Lessee does herewith undertake to compensate the Lessee and/or by the Lessee authorised or empowered for all costs incurred in connection with the ensuring the SOL withholding and/or professional demounting, transfer, storage etc. If the Lessee and/or by the Lessee authorised or empowered person execute the SOL Inspection and apply the right to have access to the SOL, the Sub-Lessee is obliged to provide them a full concurrence the Lessee or by the Lessee authorised or empowered person will ask him for. If the SOL is parked on the land, building or other site the Sub-Lessee has no ownership title to or similar right of use and because of that the Lessee or by the Lessee authorized or empowered person will not be able to get access to the SOL, the Sub-Lessee is obliged to enable the Lessee or by the Lessee authorised or empowered person to get access to the SOL latest on the next working day. By failing to meet any obligations set in this Clause, the Lessee is entitled to charge a contractual penalty equal to 10 % of in the OLA agreed leasing instalment. It is understood the failure to meet the obligations to be the Sub-Lessee´s not meeting his obligations albeit in one though commenced day during the respective period of time for which he is obliged to pay the leasing instalment. Claim to be indemnified from damages shall remain untouched. Hence, apart from the claim to get the contractual fine paid, the Lessee is entitled to be fully indemnified from all damages and costs incurred to the Lessee or to by the Lessee authorized and empowered third person because of Sub-Lessee´s failure to meet any obligations stipulated in this Clause of OLGTC and this shall be applied even in the case if the amount of damage exceeds the amount of the contractual penalty. The contractual penalty in this case shall not be considered as a flat indemnification from damages.

8 Final closing of accounts – final clearing

8.1 Final clearing is understood to be a final closing of Lessee´s and Sub-Lessee´s mutual accounts that can be executed by the Lessee only if the OLA is terminated prematurely (hereinafter to be referred to as „Final Clearing “). In the case of the total damage to the SOL the Final Clearing can be performed only upon knowing the amount of insurance benefits paid from the respective insurance company; in other cases, the Lessee shall execute the Final Clearing within an appropriate period of time after having the OLA terminated prematurely. If the result of the Final Clearing is the surplus payment in favour of the Sub-Lessee, the Lessee shall issue a credit note in favour to the Sub-Lessee and this surplus payment shall be settled within the period stated on the Lessee´s Credit note. If the Final Clearing proves the Sub-Lessee´s arrears of payments, the Sub-Lessee is obliged to reimburse these arrears of payments latest on the day when the respective invoice issued by the Lessee is due.
a) If there was agreed to have Services provided as per the OLA – namely Substitute Vehicle, the Final clearing shall include all amounts the Sub-Lessee has paid for this Service and which were a part of the particular payments and on the other side amounts of all costs that incurred to the Lessee in connection with this Service;

C. FINAL PROVISIONS

9 CONFIDENTIAL INFORMATION AND PERSONAL DATA PROTECTION 

9.1 Confidential information

9.1.1 The Lessee does herewith undertake to deal with the confidential information in compliance with the generally binding legal regulations and keep confidentiality of these information even after the termination of any contractual relation between the Lessee and Sub-Lessee.

9.1.2 The Lessee is entitled to provide Confidential Information to the third persons only in the case and under the conditions:
a) Stipulated in the generally binding legal regulations, or legitimate rulings and decrees issued by courts or other authorities,
b) Agreed in these OLGTC or other agreements made by and between the Lessee and the Sub-Lessee,
c) Specified in the written consent the Sub-Lessee may grant to the Lessee.

9.2 Lessee´s Consent with Confidential Information Disclosure

9.2.1 The Sub-Lessee does herewith agree the Lessee to be allowed to disclose confidential information to the third parties the Lessee has hired to provide the Sub-Lessee respective services in an agreed scope and/or to other third parties the Lessee has been cooperating with (e.g. insurers he cooperates with by underwriting the SOL Insurance policies, persons hired to get the accounts receivables the Lessee has against the Sub-Lessee settled etc.) whereby these third persons shall be capable to ensure the Confidential Information not to be disclosed or used improperly.

9.2.2 The Sub-Lessee does herewith agree the Lessee to have right to disclose information and provide documents proving the Sub-Lessee´s not meeting the obligations he has towards the Lessee to the third party the Lessee would empower or authorize in writing to collect accounts receivables the Lessee has against the Sub-Lessee, should the Sub-Lessee fail to meet his obligations in time and with a due care.

9.2.3 The Sub-Lessee does herewith agree the Lessee to disclose Confidential Information to the third parties the Lessee has empowered and authorized to meet his legal or contractual obligations on his behalf as well as to the third parties the Lessee has issued a written authority to represent him in legal proceedings at court or in amicable dispute resolving.

9.2.4 The Sub-Lessee does herewith agree the Lessee to disclose the Confidential Information to the third party he is negotiating with to have the accounts receivables the Lessee has against the Sub-Lessee factorized, garnished or to the third party the Lessee wishes to overtake accrued liabilities the Lessee has towards the Sub-Lessee.

9.2.5 The Sub-Lessee does herewith agree the Lessee to be entitled, for the purpose of the Lessee´s registry filling as per the special regulation, to provide to the third party all documents related with the contractual and binding relations between the Lessee and the Sub-Lessee incl. contracts, agreements, with the contracts and agreements related documentation as well as records of the communications held between the Lessee and Sub-Lessee.

9.3 Sub-Lessee´s Confidentiality Clause

9.3.1 The Sub-Lessee is liable for keeping confidentiality and not to disclose any confidential information he gained knowledge about during his contractual arrangements with the Lessee. Therefore the Sub-Lessee is not allowed to disclose such information to the third parties, without the Lessee´s prior written consent, except cases when disclosure of such information is requested by the legislation or generally binding decrees or instructions issued by the respective authorities in compliance with the respective legal regulations.

10 NOTICES AND DELIVERING        

10.1 Documents, papers, instructions and notices issued by the Lessee and Sub-Lessee shall be delivered:
a) In person
b) By surface mail,
c) By electronic communication means (fax, e-mail or another electronic medium).

10.2 Documents, papers, instructions and notices are deemed to be delivered:
a) By delivering in person then in the moment when the consignment was advised/handed over,
b) If sent by a regular mail to the homeland then on the third day after its sending, if sent to abroad then on the seventh day after its sending
c) If sent as a registered mail:
i. On the day when being duly received by the addressee, however latest on the last day of the period while being stored at the respective post office,
ii. On the day when addressee refused to receive it,
iii. On the day when the consignment was returned back to the Sender if the reason of returning is stated as “Addressee unknown”,
d) If sent by fax then upon receiving a confirmation printed by the Sender´s fax acknowledging that sending was completed,
e) If sent by email, then in the moment when message was sent provided that the email administrator does not advise on the message to be undeliverable.

10.3 OLA Rescission shall be delivered by surface mail – by sending a registered mail and/or in person with having the receipt/refusal of the consignment confirmed by the other Contractual Party.

10.4 The Sub-Lessee is obliged to advise the Lessee of the address, telephone number, facsimile or other electronic means of communication the Lessee shall use for sending any and all notifications or documents and the Sub-Lessee is obliged to notify the Lessee about changes in these communication data without any delays and reservations whatsoever. If the Sub-Lessee fails to notify the Lessee the consignment, message sent to the last known address, or last known number of the telecommunication means to be duly delivered.

10.5 The Sub-Lessee is obliged to arrange content of any and all notices, requests or other paperwork sent in compliance with this Clause 10 of these OLGTC to be accurate, clear, understandable, correct and truthful. If the notice is delivered in the paper or written form it shall contain date and signature of the Sub-Lessee or by him authorized person. The Lessee is not obliged to verify accuracy, truthfulness or completeness of the data the Sub-Lessee stated in such a paperwork.

10.6 The Lessee is entitled, at his own discretion, to require the copies of the original document the Sub-Lessee submits to the Lessee to be duly attested, notarized.

10.7 If the Sub-Lessee submit any document in other than Slovak language the Lessee is entitled to require the Sub-Lessee to arrange such a document to be, at the Sub-Lessee´s expenses, translated by the certified translator. In such a case the Slovak translation shall get a precedence and the Lessee is not obliged to verify whether this translation reflects the original language version.

11 LESSEE´S LIABILITY

11.1 The Lessee shall be liable only for the damages caused by him. Hence, in the terms of the commercial law the Lessee´s Objective Liability Principle is expressly excluded. Should the Lessee be liable to indemnify the Sub-Lessee from the damages

11.2 The Lessee is not liable for damages incurred due to the acting or not-acting of homeland or foreign authorities or courts, refusing or late granting of necessary permits, due to the Act of Gods, rebellions, revolutions, civil riots, wars or natural disasters or due to other circumstances beyond the Lessee´s control (e.g. market disorders, strikes, operations lockouts, or other circumstances beyond the Lessee´s control). The Lessee shall not be liable for damages incurred due to the failure of telecommunication services provided to the Lessee by the third parties Further, the Lessee is not liable for damages incurred due to the circumstances and events under the Sub-Lessee´s control or events the Sub-Lessee is liable for and/or damages caused by the Sub-Lessee´s failure or delays in meeting any of his obligations towards the Lessee.

12 SUB-LESSEE´S LIABILITY AND HOLD HARMLESS

12.1 The Sub-Lessee is liable for damages caused to the Lessee by breaching any of his obligations resulting from the contractual relations governed by these OLGTC, OLA and by generally binding legal regulations unless it is proven that breach of his obligations was caused by circumstances excluding liability.

12.2 The Sub-Lessee does herewith undertake to indemnify the Lessee for the all damages occurred without any delays and reservations whatsoever upon the written notice to recompense the damage in full.

12.3 The Sub-Lessee is also obliged to indemnify the Lessee from the whole damage incurred on the SOL due to any deliberate or negligent acts of the Sub-Lessee or third person.

12.4 The Sub-Lessee is obliged to reimburse the Lessee both actual damage as well as profit lost. Actual damage is a material harm that can be expressed in money and that has caused the value of the Lessee´s existing assets being reduced in material values the Lessee had to pay in order to get the SOL into the previous conditions and/or in order to correct financial imbalance caused by the fact that getting the SOL into its previous condition was not sufficiently possible or purposeful. Profit lost represents material harm that can be expressed in money and is based on the fact that it was not possible to achieve such a valorisation of the Lessee´s assets that might be expected to be justified with respect to the common business practice. The Lessee shall quantify actual damage and lost profit individually from case to case.

12.5 The Sub-Lessee is obliged to indemnify the Lessee in the form of financial reimbursements.

13 SET-OFF

13.1 The Lessee is entitled to set off any of his accounts receivables against any of his accounts payables arisen from his relation with the Sub-Lessee. The Lessee is entitled to set off also such of his receivables that are not due or that are already out-of-date/statute-barred.

13.2 The Lessee is entitled to add and set off also accounts receivables in foreign currencies that shall be calculated in compliance with the National Bank of Slovakia or European Central Bank defined exchange rate valid on the set-off date.

14 GENERAL AND FINAL PROVISIONS

14.1 These OLGTC create an inseparable part of the OLA signed by and between the Lessee and the Sub-Lessee. The Lessee is from time to time entitled, depending on the developments in legislation or business environment, to have these OLGTC changed or modified. Latest wording of the OLGTC defined by the Lessee shall be published on the Lessee´s web page (www.avisprestige.sk). The Sub-Lessee is entitled to express his disagreement with the OLGTC changes or modifications whereby this shall be made in writing and delivered to the Lessee latest within 15 days since the day when the OLGTC was defined upon its publishing. If he fails to do so, the changes and modifications made in the OLGTC shall become valid and effective on the date stated in the OLGTC. In order to avoid doubts, it is assumed that if the Sub-Lessee makes any payment in favour of the Lessee or performs any act by which he continues in the SOL use in the form of the operative leasing or in consuming therewith related services and if such a payment or act was performed after the effective date stated in the OLGTC this is considered as the Sub-Lessee´s acceptance of all changes and modifications made in the OLGTC and the Sub-Lessee undertakes to adhere to them. Should the Sub-Lessee express his disagreement by sending a written notice to the Lessee and there will be no agreement achieved by and between the Lessee and the Sub-Lessee the OLGTC shall remain in force in their original wording.

14.2 The Sub-Lessee is obliged to provide the Lessee, upon his written request, his annual account balance. If the Sub-Lessee is obliged to have his annual account balance audited he shall submit such audited annual account balance to the Lessee.

14.3 During the term of the OLA is the Sub-Lessee obliged to provide the Lessee from time to time, upon the Lessee´s request, with any document proving its incorporation and legal existence (deed of legal and corporate personality) or to prove his identity.

14.4 By signing the OLA or during its term is the Sub-Lessee obliged to notify the Lessee in writing about any facts or issues that may cause the Sub-Lessee to be considered as politically exposed person as per the Act No. 297/2008 of the Statute Book – Act on preventing legalizing incomes from crimes and on protection against Terrorism in its valid wording. If the Sub-Lessee does not advise the Lessee on these facts in compliance with this clause of the OLGTC the Lessee shall consider the Sub-Lessee not being the politically exposed person.

14.5 As of the date of OLA regular or premature termination the Lessee and Sub-Lessee are obliged to perform all acts needed for preventing damages to SOL.

14.6 Upon having the OLA or any other with the OLA related agreement terminated the Lessee and Sub-Lessee do herewith expressly undertake to observe these OLGTC by mutual clearings and set-offs of their mutual claims, rights and obligations save as otherwise agreed by and between the Lessee and the Sub-Lessee.

14.7 If the Lessee and Sub-Lessee sign the OLA, OLGTC or any other with the OLA or OLGTC related agreement in Slovak and other language, the Slovak version shall be preceding.

14.8 The Lessee and Sub-Lessee agreed all their rights and obligations resulting from the OLA, these OLGTC, and from any other with the OLA or these OLGTC related agreement shall be, save as otherwise agreed in the respective document, governed by the legislation valid in the Slovak Republic and particularly by the respective provisions of the Act No. 513/1991 of the Statute Book – Commercial Code in its valid wording.

14.9 The Lessee and Sub-Lessee agreed the disputes resulting from the OLA, these OLGTC or from any other with the OLA or OLGTC related agreement shall be resolved by the respective Slovak courts and governing law shall be the Slovak legislation.

14.10 Should any provision of the OLA or these OLGTC or that of any other with the OLA or these OLGTC related agreement become invalid or unenforceable, this shall not affect validity and enforceability of other provisions of the OLA or these OLGTC or that of any other with the OLA or these OLGTC related agreement. For this purpose, the Contractual Parties undertake to replace the invalid or unenforceable provisions by valid and enforceable ones having as closest legal meaning and effect as that of the replaced provisions.

14.11 Save as otherwise agreed by the Lessee and Sub-Lessee in writing, all agreements made by and between the Lessee and Sub-Lessee shall be made in writing and they can be changed, amended or modified only in the written form that must be signed by both contractual parties.

14.12 The Sub-Lessee does herewith expressly agree the Lessee to be entitled to assign his rights and obligations resulting from these OLGTC and OLA to the third person. Such assignment of rights and obligations shall become effective on the moment when the written agreement is signed by and between the Lessee and the Sub-Lessee. The Lessee does herewith undertake to advise the Sub-Lessee in writing about having his rights and obligations assigned.

14.13 The Lessee is entitled to perform cession of his claims, accounts receivables resulting from these OLGTC and OLA to the third person without the Sub-Lessee´s prior consent. The Lessee does herewith undertake to advise the Sub-Lessee about such cession in writing.

14.14 These OLGTC come into force on 01.05.2018.