Access conditions

TO THE DATABASE OF NON CERTIFIED SUBJECTS (NON.CERTIFIX©) WITHIN A FREE LEGAL LICENCE

(hereinafter NON.CERTIFIX© conditions)

1. Introductory provisions

1.1. TXP Association, z.s holds all relevant legal authorisations to NON.CERTIFIX©Database within the meaning of the Copyright Act as defined below (hereinafter the Database maker and NON.CERTIFIX© Database within the meaning defined below).

1.2. NON.CERTIFIX© conditions define the extent of use of a free legal licence and access conditions to NON.CERTIFIX© Database within this licence in the sense of section 92 and following of the Copyright Act; these conditions apply only to entitled users pursuant section 92 c) of the Copyright Act, i.e. in particular to public authorities and other persons referred hereinafter in paragraph 1.4., but not to entitled users pursuant Section 92 a) and b) of the Copyright Act (hereinafter referred to as NON.CERTIFIX© conditions or as the Conditions within the meaning defined below). If any person is interested to use NON.CERTIFIX© database as entitled user within the meaning of letters a) and b) of section 92 of the Copyright Act, it must first contact the Database maker with a view to verify the initial and the on-going compliance with access conditions pursuant section 92 a) and b) of the Copyright Act set out in this act and, where applicable, in all relevant legislation.

1.3. NON.CERTIFIX© database includes Non-certified subjects from the point of view of the transparency of their Corporate structures, including the transparency of their ownership and control structure up to their Beneficial owner(s) within the meaning of Anti Money Laundering Act and Anti Money Laundering Directives within the scope of reliability defined in section 4 of these Conditions.

1.4. For the purposes of these NON.CERTIFIX© conditions:

(a) NON.CERTIFIX© conditions are this document consisting of seven sections 1 to7,

(b) Copyright Act is the Czech act No. 121/2000, Copyright Act, as amended, as a transposition instrument of the Database Directive, which can be – as regards a free access to the NON.CERTIFIX© database indicated in Art. 6 (2) (c) – applied mutatis mutandis, since they are identical with conditions of Section 92 (c) of the Copyright Act;

(c) NON.CERTIFIX© database is a structured and organised set of information corresponding to the notion of a database pursuant to the Copyright Act and the Database Directive composed of Corporate structure profiles of those Registering legal persons, the Corporate structures of which were disclosed, including the Beneficial owner(s) if available, and are displayed in the Corporate structure profile, together with the Report on the limits of corporate structure disclosure;

(d) Registered legal person is a legal person the Corporate structure of which, including the Beneficial Owner, has been disclosed and is displayed in its Corporate structure profile;

(e) Non-certified subject is a legal person the Corporate structure of which, including the Beneficial owner, has been disclosed within the scoped defined in section 3;

(f) Corporate e-mail address is an e-mail address the letters of which after the sign of @ identify an Ultimate public organisation or a Non-profit legal person;

(g) Corporate structure profile is a display of Corporate structure, including the Beneficial owner, and of Registered legal person in NON.CERTIFIX© database, a part of which is the Report on the limits of corporate structure disclosure;

(h) User is an Ultimate public organisation or Non-profit legal person, the rights of which are exercised by a natural person satisfying the conditions laid down in paragraph 2.1., so that, to the extent required for the exercise of rights of Ultimate public organisation or Non-profit legal person, the rights and obligations relating to the User relate also to this natural person; User includes an Entitled user or an Non-entitled user;

(i) Entitled user is an Ultimate public organisation, including its lower business components at any level and independents offices in its hierarchy, or a Non-profit legal person satisfying the conditions laid down in these NON.CERTIFIX© conditions, in particular in their paragraphs 2.1. and 2.2., which has confirmed satisfying of these conditions pursuant 2.1.; Entitled user includes an Ultimate public organisation and/or a Non-profit legal person acting for an Justified purpose, including the natural person;

(j) Justified purpose is any purpose laid down in section 92 sub c) of the Copyright Act or Art. 6 (2) (c) of the Database Directive;

(k) Non-entitled user is any natural or legal person not satisfying at least one of the conditions set out in the definition of the Entitled user referred to under letter (h) of this paragraph 1.4.;

(l) CERTIFIX© universal definitions are definitions of the terms listed in a document relating, among others, to the NON.CERTIFIX© database and these NON.CERTIFIX© conditions, and this list includes terms referred to in these NON.CERTIFIX© conditions commencing with a capital letter which are not defined in these NON. CERTIFIX© conditions pursuant paragraph 7.1. of these NON.CERTIFIX© conditions;

(m) Report the limits of corporate structure disclosure or also Disclosure limits report is a comprehensive set of structured information about the concerned Corporate structure displayed in the Corporate structure profile and informing about:

(i) the disclosed content of the concerned Corporate structure, including the Beneficial owner(s) if available,

(ii) the extent of reliability of the content of the concerned Corporate structure, including the Beneficial owner(s) if available.

2. Access conditions to NON.CERTIFIX© database

2.1. NON.CERTIFIX© conditions shall be binding for any User of NON.CERTIFIX© database: when ticking the box with approval of these Conditions at the access website of NON.CERTIFIX© Database, the natural person having ticked this box on behalf of the User, expresses that:

(a) he/she is empowered, in relation to the rights and obligations referred to in these NON.CERTIFIX© conditions, to act on behalf of the User, the name of which has been indicated pursuant to the following paragraph;

(b) the User, on behalf of which he/she acts, is bound, as well as it is bound himself/herself, by NON.CERTIFIX© conditions.

Without the consent expressed as indicated in the previous sentence and without satisfying further conditions set out in the following paragraph, neither the User nor the natural person acting on behalf of it in relation to NON.CERTIFIX© database is authorised to enter NON.CERTIFIX© database.

2.2. Further conditions for obtaining access to NON.CERTIFIX© database are the indications of:

(a) the present name of the existing Ultimate public organisation or of the Non-profit legal person, and

(b) Corporate e-mail address of the natural person, on behalf of which it is acting.

2.3. If the Database maker has doubts as to whether the conditions set out in the previous paragraphs or requirements in these Conditions regarding the User or the legal person acting on its behalf were fulfilled, it invites such natural person to prove its identity in relation to the User and the character of such User; also it can ask the relevant User whether the aforementioned conditions and requirements are met both by the User and by the natural person acting on behalf of the User. If the natural person concerned does not prove beyond all reasonable doubt within the time limit laid down by the Database maker that it meets the conditions and requirements set out in the previous sentence in a way that both such natural person and the User could be considered as Entitled users, or even without sending such notice to the mailbox indicated in the previous paragraph, it is quite obvious that the either User or the natural person, acting on its behalf in relation to the Database maker, does not meet the conditions set out in the previous paragraph or other requirements given in these NON.CERTIFIX© conditions, the Database maker may at any time block the existing access to the NON.CERTIFIX© Database, as well as any future access both to the User and the natural person acting on its behalf in relation to NON.CERTIFIX© database, and that for a limited or an unlimited period; the Database maker may also limit the access to any other databases, the of which it is a maker, or to any software, of which it is a provider.

2.4. At any time and without previous notice, the Database maker may also block the existing access in a way indicated in the last sentence of the previous paragraph to any User who, after having obtained access, does not comply with the conditions of free use set out in the Copyright Act and/or the Database Directive and as further explained in detail in these NON.CERTIFIX© conditions. In the same way, he may block the access to any natural person acting on behalf of the User in relation to the Database maker, in particular, but not only in the case when the natural person has entered NON.CERTIFIX© database using another e-mail address than the Corporate email address.

2.5. A natural person acting on behalf of the User cannot obtain the position of consumer and, thus, the possibility to act as consumer in relation to the Database maker. Non-entitled access to NON.CERTIFIX© database by a natural person not acting on behalf of the User does not make provisions on consumer protection applicable.

3. Contents of NON.CERTIFIX© Database

3.1. NON.CERTIFIX© database always displays at least the data on Corporate interests in the Corporate structure of the Registered legal person, and, if they exist, also on their Beneficial owner(s) and Parent structure, as well as data on Evidencing documents proving the first aforementioned data, i.e.:

(a) at the date referred to in the Corporate structure profile of the concerned Registered legal person,

(b) within the scope referred to:

(i) in the following paragraphs of this section 3, and at the same time,

(ii) in the Disclosure limits report of the Corporate structure of the given Registering legal person.

In addition, NON.CERTIFIX© database can also display data on the Subsidiary structure, if it exists, and is according to the Disclosure limits report of the Corporate structure registered in NON.CERTIFIX© database, and/or data on a Collateral structure, if it exists and is according to the Disclosure limit reports of the Corporate structure, registered in NON.CERTIFIX© database.

3.2. Regarding the Subjects in the Corporate structure, NON.CERTIFIX© database includes:

(a) Basic identification data:

(i) on Subjects as such in the Corporate structure;

(ii) on Corporate interest in Subjects in the Corporate structure;

(iii) on the way of Control through corporate interest or otherwise;

(iv) on further information on corporate interest in case of joint stock companies as to possible asymmetries between voting rights and rights to obtain profit.

(b) Document data concerning identification of:

(i) Constitutive evidencing documents, and when appropriate,

(ii) Supporting evidencing documents

which evidence the Basic data specified under letter (a).

If the Basic data and/other Evidencing data are not available to the extent specified under letter (a) and/or letter (b) of this paragraph, this is stated in the Disclosure limits report of the Corporate structure of the concerned Registered legal person attached to the Corporate structure profile of the concerned Corporate structure of the Registered legal person in NON.CERTIFIX© database.

3.3. In relation to the Parent structure, if it exists and is indicated in the Corporate structure profile in NON.CERTIFIX© database, it contains data on Parent subjects to the extent specified in paragraph 3.2. including identification of 100 % Corporate interest in the Registering legal person and in Parent subjects.

3.4. In relation to the Subsidiary structure, if it exists and is indicated in the Corporate structure profile in NON.CERTIFIX© database, it contains data on Subsidiary subjects to the extent specified in paragraph 3.2. including identification of 100 % Corporate interest in Subsidiary subjects.

3.5. In relation to Collateral structure, if it exists and is indicated in the Corporate structure profile in NON.CERTIFIX© database, it contains data on Subsidiary subjects to the extent specified in paragraph 3.2. including identification of 100 % Corporate interest in the Registering legal person and in Collateral subjects.

3.6. In relation to Secondary subjects in the Corporate structure, if they exist and are indicated in the Corporate structure profile in NON.CERTIFIX© database, NON.CERTIFIX© database includes:

(a) Basic data as regards identification of:

(i) Secondary subjects as such in the Corporate structure;

(ii) the way of Control otherwise than through the corporate interest or the way of mediation of exercise of Corporate interest;

(b) Evidencing data on identification of Constitutive evidencing documents proving existence of Secondary subjects proved by Basic data sub (a).

3.7. In relation to the Beneficial Owner or owners of the Registering legal person, if they exist and are indicated in the Corporate structure profile in NON.CERTIFIX© database, NON.CERTIFIX© Database includes Basic data on identification of:

(a) Beneficial owner(s) as such;

(b) Their corporate interests in Subjects in the Corporate Structure.

3.8. In relation to the Beneficial Owner in-lieu of the Registering legal person, if it exists and is indicated in the Corporate structure profile in NON.CERTIFIX© database, NON.CERTIFIX© database includes:

(a) Basic data on its identification,

(b) Evidencing data on identification of:

(i) Constitutive evidencing documents and, where appropriate,

(ii) Auxiliary evidencing documents evidencing Basic data sub (a).

3.9. Information on the Parent, Subsidiary or Collateral structure, if they exist, and the Registering legal person:

(a) are referred to in the Corporate structure profile to the extent of Subjects contained in public registries of legal persons held in the Czech Republic, and

(b) can but must not be referred to the extent they are contained in free and remotely accessible registries of legal persons of EU member states holding such registries in following languages: Slovak, French, German, English.

4. Scope of reliability of NON.CERTIFIX© database

4.1. The data in NON.CERTIFIX© database concerning Subjects in the Corporate structure and Beneficial owners displayed in the Corporate structure profile are reliable for the Entitled user in as to:

(a) the time in relation to the date referred to for the concerned Registered legal person in the profile of the Corporate structure, it is a part of;

(b) the scope, as it is referred to:

(i) in the following paragraphs of this section 4, and at the same time

(ii) in the Report on the limits of disclosure report on the Corporate structure of the concerned Registering legal person.

Other data contained in the Corporate structure profile but referred to neither in the following paragraphs of this section 4 nor in the Disclosure limits report of the Corporate structure are included in the Corporate structure profile only for information and are not entirely reliable.

4.2. As to the Registering legal person and its Parent structure, if it exists, the Entitled user may rely on data in NON.CERTIFIX© database to the extent of the data on:

(a) Existence of a Parent subject, with the exception of:

(i) a Corporate subject under the form of Trust fund or a similar subject, including an Investment trust fund or Other investment fund, or

(ii) Ultimate private organisation;

(b) Existence, share and character of the Corporate interest, and that to the extent:

(i) of the full total (100 %) amount of all Corporate interests at any ownership level of the Parent structure; where it is not possible to identify corporate interests at least to the extent referred to hereinafter under section 4.4. (b) and (c) in order to give, at the given ownership level, the full total amount of 100 %, then this information is contained in the Report on the corporate structure; in such case disclosing of other levels of the Parent structure and, if applicable, of Beneficial owners is not made, so that they are not displayed in the Profile of corporate structure;

(ii) of the share and character of Corporate interests hold by individual Subjects, if the share of an individual Corporate interest is higher than 25 %, or

(iii) total amount and total number of holders or owners of Corporate interests, if the share of a Corporate interest is 25 % or lower;

4.3. As to the Subsidiary and/or Collateral structure of the Registering legal person, if they exist, the Entitled user may rely on data in NON.CERTIFIX© database in relation to the data on:

(a) the existence of Subsidiary and/or Collateral corporate interest in the Corporate structure, with the exception of a Corporate subject represented by:

(i) a Trust or a similar subject, including an Investment trust or Other investment fund or

(ii) an Ultimate public organisation;

(b) existence, share and character of the Corporate interest in relation to:

(i) the full total (100 %) amount of all Corporate interests at any ownership level of the Subsidiary and/or Collateral structure, in which the Registering legal person and/or the Main controlled subsidiary corporate subject and/or the Main controlled collateral subject has the Absolute major corporate interest or Superior major corporate interest; if it is not possible to identify corporate interests at least to the extent referred to in this point (i), in the following point (ii) and/or under letter (c) in order to give, at the given ownership level, the full total amount of 100 %, then this information is given in the Report on limits of disclosure of corporate structure; in such case, disclosing of other ownership levels of the Subsidiary and/or Collateral structure and, if applicable, of Beneficial owners is not made, so that they are not displayed in the Profile of corporate structure;

(ii) the amount and character of Corporate interests held by individual Subjects, if the individual interest is higher than 25 %, or

(iii) the total amount and total number of holders or owners of Corporate interests, if the amount of a Corporate interest is 25 % or lower;

NON.CERTIFIX© database cannot, within the Subsidiary and/or Collateral structure, give reliable information, whether the Registering legal person and/or the Main controlled subsidiary corporate subject and/or the Main controlled subsidiary subject have not controlling corporate interest in another Subsidiary corporate subject or in another Collateral corporate subject.

4.4. As to the Secondary subjects, the Entitled user may rely on data in NON.CERTIFIX© database in relation to the data on the existence of a Secondary subject with the exception of a situation when the Secondary subject is represented by:

(a) a Trust or a similar subject, including an Investment trust fund or Other investment fund, or

(b) an Ultimate private organisation.

4.5. As to the Beneficial owner of the Registering legal person in NON.CERTIFIX© database, the Entitled user may rely on data in relation to the existence of such Beneficial owner.

4.6. As to the Beneficial owner in-lieu, the Entitled user may rely on data in NON.CERTIFIX© database in relation to the data on existence of such Beneficial owner, with the exception of a situation when the Beneficial owner in-lieu or one of the Temporary beneficial owners in-lieu is represented by

(a) a Trust or a similar subject, including an Investment trust or Other investment fund, or

(b) an Ultimate private organisation.

5. Possibility to conclude a Special licence contract to an expanded database of non-certified subjects

5.1. The User can submit to the Database maker a request to expand the NON.CERTIFIX© database represents an information request on the option to conclude a special licence contract to an expanded paid database of non-certified subjects of the User’s choice (hereinafter Applicant and Special licence contract).

5.2. If the Applicant is not subject to the sanction referred to in section 2.3. or 2.4. above, the Database maker provides to the Applicant information on conditions for concluding Special licence contract. Further negotiations leading to the conclusion of such Special licence contract are governed by special conditions relating to such licence contract which, among others, establishes circumstances under which the expanded part of NON.CERTIFIX© database might become publicly available with the inclusion of Subjects within Corporate structures and Beneficial owners which were a part of the Special licence contract in question.

6. Protection of personal data

6.1. NON.CERTIFIX Database includes only data coming within the scope of the Data on re-use of public documents, that is information previously published in public registries of legal persons kept in the Czech Republic, or in foreign public registries, including registries of arrangements without legal personality, and includes also data obligatorily published by legal persons or by arrangements without legal personality in related collections of documents or published on their websites in line with the applicable legislation, in particular with provisions governing disclosure of financial statements of the concerned legal persons and arrangements without legal personality.

6.2. The content of NON.CERTIFIX© database is based on the consistency of data comprised in this database with the data in public registries: therefore, the natural person concerned must, in case that some personal data in NON.CERTIFIX© database no longer corresponds to the reality, modify the data not corresponding to the reality at first in the concerned public registry, so that the appropriate change of the concerned personal data might be done also in NON.CERTIFIX© database; the modification in NON.CERTIFIX© database will always be made only after the change in the appropriate public registry has come to effect. Had the change in the public registry already been done, it is necessary to send the modified data and the appropriate Evidencing document, to the email address info@certifix.eu. The Database maker can introduce the change into NON.CERTIFIX© database also without such notification, if he becomes aware of it in connection within its own activities or after being informed by third parties.

6.3. The only personal data directly entered into NON.CERTIFIX© database by natural person acting on behalf of the User, is its email address, if this contains its name and/or surname; if its email address is changed, it can change it in NON.CERTIFIX© database via the function “I want to change my contact email”.

6.4. Further details on protection of personal data are set out in Principles of protection of personal data which form an integral part of these Conditions and are available at www.certifix.eu.

7. Final provisions

7.1. By giving consent to these NON.CERTIFIX© conditions, the User as well as the natural person acting on its behalf agree with sending, to its Corporate e-mail address, of information on changes regarding NON.CERTIFIX© database, as well as of offers of one or more Database maker´s products pertaining to the transparency of Corporate structures or of tax transparency or responsibility or verification of conditions of the status of small and/or medium-size enterprise.

7.2. The terms commencing with a capital letter and not defined in these NON.CERTIFIX© conditions, are defined in CERTIFIX© Universal definitions which form an integral part of these conditions and are accessible at www.certifix.eu.

7.3. Directive on open data means Directive (EU) 2019/1024 of 20 June 2019 on open data and the re-use of public sector information as amended. Database Directive means Directive 96/9/EC of 11 March 1996 on the legal protection of databases.

7.4. These NON.CERTIFIX© conditions are governed by the Czech law and any disputes which may arise shall be resolved by Czech courts.

7.5. The Database maker may from time to time change these NON.CERTIFIX© conditions and the information on the most up-to-date version of these Conditions is always provided at the end of these Conditions as the final information.

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