NCM Affiliate Program Terms and Conditions

1. Introductory Provisions

1.1. These terms and conditions (hereinafter referred to as the "Terms") govern the mutual rights and obligations between OpenTechLab Jablonec nad Nisou s. r. o., Company ID: 08111693, with registered office at B. Němcové 3659/10, Jablonec nad Nisou, Czech Republic (hereinafter referred to as the "Operator"), and the person or entity registering for the NCM affiliate program (hereinafter referred to as the "Partner").

1.2. The purpose of the Program is to enable the Partner to recommend the NCM product to third parties (hereinafter referred to as the "User") in return for financial remuneration (hereinafter referred to as the "Commission").

1.3. By registering for the Program, the Partner confirms having read and fully agreed to these Terms without reservation.

2. Partner Eligibility

2.1. Participation in the Program is exclusively reserved for:

• a natural person conducting business on the basis of a trade license (sole proprietor / OSVČ), or
• a legal entity registered in the relevant public register,

acting within the scope of their commercial/business activity (B2B relationship). The Program is not intended for consumers or individuals acting outside commercial activities.

2.2. The Operator reserves the right to verify the Partner's business status (e.g., via the ARES registry or equivalent public trade register) and reject or terminate registration if the condition under Article 2.1 is not satisfied.

2.3. The Partner is obligated to promptly notify the Operator of any changes in business data (Company ID / IČO, VAT ID / DIČ, VAT payer status, bank details, registered office) that may affect performance under these Terms.

3. Inception and Termination of Cooperation

3.1. Cooperation begins upon approval of the Partner's registration by the Operator and assignment of a unique affiliate code (hereinafter referred to as the "Code").

3.2. The Partner may terminate cooperation at any time without giving reason by sending written notice (via email to opentechlab@opentechlab.cz) to the Operator.

3.3. The Operator may terminate cooperation with immediate effect if the Partner breaches these Terms, particularly if the Partner:

• uses the Code to improperly obtain discounts for themselves or related/close parties,
• spreads untrue, misleading, or unlawful information about the Operator or the NCM product,
• uses prohibited marketing practices (see Article 6),
• ceases to fulfill the eligibility criteria pursuant to Article 2.1.

3.4. Termination of cooperation extinguishes entitlement to Commissions from orders made after the effective termination date. Entitlement to previously accrued and unpaid Commissions remains unaffected, unless specified otherwise herein (see Article 5.5).

3.5. Incompatibility with Other Business Relationships

Participation in the Program is based exclusively on affiliate cooperation under these Terms and may not be simultaneously combined with any other commercial, business, or intermediary relationship between the Partner and the Operator, unless agreed otherwise in writing in advance by the Operator. In particular, it is not permitted to concurrently carry out the activities of a Partner under the Program and activities based on a commercial agency agreement, brokerage agreement, distribution agreement, partnership agreement, or any other similar contractual relationship whose subject is the promotion, intermediation, sale, or acquisition of customers for NCM.

The Partner is obligated to notify the Operator prior to entering into any such other commercial relationship with the Operator. If another business relationship arises between the Partner and the Operator that is incompatible with participation in the Program, the Operator is entitled to terminate the Partner's participation in the Program with effect from the date such relationship arises, or to agree with the Partner in writing on an alternative form of cooperation.

4. Commission and Discount Configuration

4.1. The Partner is entitled to a Commission of 25% of the invoiced and paid amount for each order placed by a User who entered the Partner's valid Code upon purchase, unless stated otherwise.

4.2. The Partner independently determines within their account what portion of the 25% Commission to share as a discount with the User using the Code. The discount may be set between 0% and 20%; the remaining portion of the Commission (at least 5%) belongs to the Partner.

Example: The Partner sets a 3% discount for Users. The User receives a 3% discount on the product price upon entering the Code. The Partner receives the remaining 22% as Commission.

4.3. The Partner may modify discount settings at any time in their account dashboard. The change applies solely to orders placed after the change is saved; past orders are not recalculated.

4.4. The Operator reserves the right to adjust the overall Commission percentage (25%) and allowable discount range with advance notice to the Partner (at least 30 days prior); such change shall not affect previously accrued Commission entitlements.

5. Commission Payouts

5.1. Commissions are paid out monthly in arrears for the preceding calendar month, on the basis of an invoice issued by the Partner, or an accounting statement issued by the Operator under a self-billing scheme consented to by the Partner upon joining the program.

5.2. Invoice/statement maturity is 7 days from the date of issuance.

5.3. The minimum payout threshold is 500 CZK. If the Partner's entitlement in a given month does not reach this amount, it carries over to the subsequent payout period.

5.4. Commissions are calculated exclusively from orders that have been duly paid and where the statutory withdrawal period has expired (a 14-day cooling-off period from delivery). Commissions for orders cancelled, returned, or refunded within this period are not due to the Partner.

5.5. If Commission has already been disbursed for an order that was subsequently refunded or returned, the Operator is entitled to offset this amount against Commissions in following periods (clawback).

5.6. If the Partner is registered for VAT, they shall charge VAT at the applicable statutory rate on their invoice. If not a VAT payer, they invoice without VAT. For international partners within the EU, the appropriate statutory tax regime (e.g., reverse-charge) applies.

6. Prohibited Practices

6.1. The Partner undertakes that during the promotion of NCM, they will not:

• enter their own Code for personal purchases or purchases for close parties to gain improper financial advantages,
• disseminate spam or unsolicited commercial messages,
• publish false or misleading claims regarding NCM's features, capabilities, or pricing,
• engage in paid keyword advertising on the trademarks or names "NCM" or "BioCorteAI" and derivative terms (brand bidding) without prior written consent from the Operator,
• promote NCM in a manner contrary to good morals, applicable legislation, or detrimental to the Operator's reputation.

6.2. Violation of this Article gives the Operator the right to immediately terminate cooperation and forfeit any unpaid Commissions arising in connection with the breach.

7. Codes and Tracking

7.1. Each Partner is assigned one unique Code.

7.2. The Operator records usage of the Code and attributes corresponding orders. The Partner has access to an account overview (dashboard) showing referred orders and earned Commissions.

7.3. In the event of a dispute regarding order attribution, the records in the Operator's tracking system shall be conclusive.

8. Personal Data Protection

8.1. The Operator processes personal data of the Partner (natural person sole proprietor) in compliance with Regulation (EU) 2016/679 (GDPR) and applicable legal statutes, for the purpose of fulfilling these Terms, specifically paying Commissions and maintaining accounting records. Further details are governed by the Operator's Privacy Policy.

9. Liability

9.1. The Partner acts as an independent business entity, and their participation in the Program does not establish an employment relationship, commercial agency, brokerage relationship, or any other relationship of superiority and subordination between the Partner and the Operator. The Partner is not authorized to enter into agreements, assume obligations, or perform legal acts on behalf of the Operator, unless expressly and in advance authorized to do so in writing by the Operator.

9.2. The Operator is not liable for damages incurred by the Partner as a result of tracking system outages or downtime, unless caused by the Operator's intentional misconduct.

10. Final Provisions

10.1. The Operator is entitled to unilaterally amend these Terms. The Partner will be notified of changes by email or via their account at least 30 days prior to the effective date. Continuing participation in the Program following the effective date constitutes agreement with the amended Terms.

10.2. These Terms and the contractual relationship between Operator and Partner are governed by the laws of the Czech Republic, notably Act No. 89/2012 Coll., the Civil Code.

10.3. Any disputes shall primarily be resolved by mutual agreement; failing that, disputes shall be submitted to the court having territorial jurisdiction over the Operator's registered seat.