Terms of Service

1.1These Terms of Service (the “Terms”) are business terms (obchodní podmínky) within the meaning of Section 1751 of Act No. 89/2012 Coll., the Civil Code of the Czech Republic (the “Civil Code”), issued by [●], ID No. (IČO): [●], with its registered office at [●], registered in the Commercial Register kept by the [●] under File No. [●] (“Breca”, “we”, “us”). Contact: [e-mail [●]].

1.2These Terms govern (a) the use of the website [brecahq.com] (the “Website”), (b) the use of the free online self-assessment available on the Website (the “Free Assessment”), and (c) unless otherwise agreed in writing, the provision of paid regulatory-readiness services ordered from us (the “Paid Services”; together with the Free Assessment, the “Services”).

1.3Where we and a client conclude a separate engagement letter, proposal or order form (an “Engagement”), the Engagement prevails over these Terms to the extent of any conflict.

1.4By accessing the Website or using any Service, you confirm that you have read and agree to these Terms.

2.1The Website and the Services are intended exclusively for businesses and professionals, in particular companies active in crypto-assets, Web3, fintech and financial services, acting within their trade, business or profession (podnikatel within the meaning of Section 420 et seq. of the Civil Code).

2.2By using the Services you represent and warrant that you act in the course of business, on behalf of an entity you are authorised to represent, and not as a consumer. Statutory provisions protecting consumers do not apply to the relationship between you and Breca.

2.3If you do not agree with these Terms, or if you would be acting as a consumer, you must not use the Services.

3.1Breca provides regulatory-readiness intelligence for crypto-asset businesses: structured self-assessments, gap analyses, evidence-readiness reviews and related reports and materials concerning regulatory frameworks such as MiCA (Regulation (EU) 2023/1114), EU AML/CFT rules, the Transfer of Funds Regulation, DORA, and related EU, UK and national frameworks (all outputs together, the “Deliverables”).

3.2Breca is not a law firm and is not admitted to practise law in any jurisdiction. The Services and the Deliverables do not constitute legal, tax, accounting, audit, investment or other regulated professional advice, and no advocate–client (attorney–client) or fiduciary relationship is created between you and Breca.

3.3The Deliverables are prepared for information and internal preparedness purposes only. They identify potential regulatory obligations, gaps and evidence-readiness issues on the basis of published regulatory frameworks and the information you provide. They are not a substitute for advice from qualified legal counsel admitted in the relevant jurisdiction, nor for any confirmation, authorisation, licence or guidance from a competent authority (such as a national competent authority, ESMA, the EBA or the UK FCA).

3.4You remain solely responsible for your regulatory compliance, for all decisions taken or not taken on the basis of the Deliverables, and for obtaining independent professional advice where appropriate.

3.5Regulatory frameworks change frequently and interpretations by authorities evolve. Each Deliverable reflects our understanding of the frameworks cited in it as at the date stated on that Deliverable. We have no obligation to update, revise or monitor any Deliverable after delivery unless expressly agreed in an Engagement.

3.6This Section 3, together with Sections 9 (Disclaimers and liability) and 4 (Free Assessment), forms an essential part of the parties’ bargain. You confirm that you have read these provisions and expressly accept them within the meaning of Section 1753 of the Civil Code.

4.1The Free Assessment is a short, automated online questionnaire that produces an indicative, high-level output (such as flags, framework counts and summary findings) generated algorithmically from your answers, without individual human review.

4.2The output of the Free Assessment (a) depends entirely on the accuracy and completeness of your answers, (b) is generic and does not take your full individual circumstances into account, (c) is indicative only and must not be relied upon as a determination of your regulatory status, obligations or exposure, and (d) may intentionally display only part of the findings, with the remainder available as a Paid Service.

4.3The Free Assessment is provided free of charge, “as is” and “as available”. Section 9 applies in full.

4.4You may use the Free Assessment only for your own internal business purposes. Automated or scripted access, scraping, bulk submissions, and use of the Free Assessment or its outputs to build, train, benchmark or market a competing product or service are prohibited.

5.1Paid Services are ordered on the basis of a written or electronic order. A contract is concluded when we confirm your order in writing (e-mail suffices), typically through an Engagement setting out the scope, Deliverables, fees and timeline.

5.2All fees are stated exclusive of VAT and other applicable taxes or charges, which will be added at the applicable statutory rate. Unless agreed otherwise, invoices are payable within 14 days of issue by bank transfer to the account stated on the invoice. We may require an advance payment before commencing work.

5.3If you are in default with any payment, we may charge statutory default interest and suspend work on the Services until all due amounts are received.

5.4Delivery timelines are indicative and depend on your timely cooperation and the completeness of your inputs under Section 6.

5.5Paid Services are customised professional services for business clients. Once work has commenced, fees are non-refundable, except to the extent otherwise agreed in the Engagement or required by mandatory law.

6.1You will provide accurate, complete and up-to-date information, documents and answers reasonably required for the Services, and will inform us without undue delay of any changes relevant to an ongoing Engagement.

6.2We are entitled to rely on your inputs without independent verification. We are not responsible for any Deliverable being incorrect, incomplete or misleading to the extent this is caused by inaccurate, incomplete or outdated inputs, or by information you failed to disclose.

6.3You must not submit personal data beyond what is reasonably necessary (see our Privacy Policy), nor any information that you are not authorised to disclose.

6.4You will compensate us for damage (including reasonable costs of legal defence) caused by your breach of these Terms or by third-party claims arising from the inputs you provided.

7.1Parts of the Services are provided with the assistance of artificial-intelligence systems, including large language models accessed through third-party API providers. The output of the Free Assessment is generated automatically. Deliverables under Paid Services are prepared with AI assistance and are reviewed and approved by a human before delivery.

7.2We provide this information in line with the transparency requirements of Regulation (EU) 2024/1689 (the “AI Act”). The Services do not involve decisions producing legal or similarly significant effects on individuals taken solely by automated means.

7.3Information you submit may be processed by our vetted service providers under contractual confidentiality and data-protection safeguards, as described in our Privacy Policy. Our AI providers are engaged on terms under which your inputs are not used to train their models.

8.1All rights in the Website, the Breca assessment methodology, question sets, scoring and flag logic, templates, databases and the form and structure of the Deliverables belong to Breca or its licensors. Nothing in these Terms transfers any intellectual-property rights to you.

8.2Upon full payment of the applicable fees, you receive a non-exclusive, non-transferable licence to use the Deliverables for your internal business purposes, including sharing them with your professional advisers, auditors and competent authorities. You may not resell, publish or otherwise make the Deliverables available to third parties as a product or service.

8.3Each party will keep confidential all non-public information received from the other party in connection with the Services and will use it only for the purposes of the Services. This does not apply to information that is or becomes public without breach, was known to the receiving party beforehand, was developed independently, or must be disclosed by law or to professional advisers bound by confidentiality. This Section 8.3 survives for three (3) years after the last Service was provided.

8.4We may identify you by name and logo as a client reference only with your prior consent.

9.1Standard of care. We perform Paid Services with professional care (s odbornou péčí). Beyond that, and to the maximum extent permitted by law, the Website, the Free Assessment and all content are provided “as is” and “as available”, without any warranty of accuracy, completeness, merchantability, fitness for a particular purpose, or uninterrupted or error-free availability.

9.2No outcome guarantee. We do not warrant or guarantee (a) that implementing any Deliverable will result in compliance with any law or regulation, (b) the outcome of any authorisation, registration, notification or other supervisory proceeding, or (c) how any authority or court will interpret or apply any regulatory framework.

9.3Liability cap. To the maximum extent permitted by Section 2898 of the Civil Code, (a) our total aggregate liability arising out of or in connection with a Paid Service is limited to the fees actually paid by you for that Paid Service, and (b) our total aggregate liability arising out of or in connection with the Website and the Free Assessment is limited to CZK 10,000.

9.4Excluded damage. To the same extent, we are not liable for any indirect or consequential damage, lost profit, loss of business or data, damage to reputation, or for fines, penalties, remediation costs or other measures imposed on you by any authority.

9.5Mandatory carve-outs. Nothing in these Terms excludes or limits liability for damage caused intentionally or by gross negligence, for damage to the natural rights of an individual, or any other liability that cannot be excluded or limited under mandatory Czech law.

9.6Notification of claims. You will notify us of any claim in writing without undue delay after becoming aware of it, and no later than twelve (12) months after delivery of the Deliverable to which the claim relates.

9.7Your inputs and breach. Section 6.2 applies. We are not liable to the extent damage was caused by your breach of these Terms, by your inputs, or by your use of the Deliverables contrary to their stated purpose or scope.

10.1These Terms apply for as long as you use the Website or the Services.

10.2Either party may terminate an Engagement in accordance with its terms; where the Engagement is silent, either party may terminate it in writing with fourteen (14) days’ notice. You will pay for the work performed up to the effective date of termination.

10.3We may suspend or terminate access to the Website or the Free Assessment at any time, in particular in the event of misuse, suspected unlawful activity or breach of these Terms.

10.4Provisions which by their nature are intended to survive — in particular Sections 3, 8, 9 and 12 — survive any termination.

11.1We may amend these Terms to a reasonable extent within the meaning of Section 1752 of the Civil Code, in particular to reflect legal, regulatory, technical or product developments. The current version, with its effective date, is always published on the Website. We will announce material changes on the Website or by e-mail to active clients at least fourteen (14) days before they take effect.

11.2If you do not accept an amendment, you may terminate the affected ongoing Service in writing before the amendment takes effect; otherwise, your continued use constitutes acceptance. Engagements already confirmed remain governed by the version in force at the time of confirmation unless agreed otherwise.

12.1These Terms and the Services are governed by the laws of the Czech Republic, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2Any dispute will be resolved by the courts of the Czech Republic having subject-matter and territorial jurisdiction according to our registered office.

12.3These Terms are drawn up in English. The English wording prevails over any translation. We communicate in English or Czech.

12.4You may not assign or transfer your rights or obligations without our prior written consent. We may assign these Terms to a legal successor of our business.

12.5If any provision is or becomes invalid or unenforceable, the remaining provisions remain unaffected; the invalid provision is deemed replaced by a valid provision that most closely reflects its commercial purpose.

12.6These Terms, the applicable Engagement and our Privacy Policy form the entire agreement regarding the Services. In the event of conflict, the order of precedence is: (1) the Engagement, (2) these Terms, (3) other content of the Website.

12.7Neither party is liable for delay or failure to perform caused by events beyond its reasonable control (force majeure); this does not apply to payment obligations.

12.8Notices are given by e-mail to the addresses stated in these Terms, in the Engagement or provided by you, and are deemed received on the next business day after dispatch.

12.9References to legislation are references to that legislation as amended, replaced or supplemented from time to time.