I. Definitions. Agreement (among You, the Company and Citibank) - means the Application Form approved and signed by Citibank.

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1 Business Terms and Conditions for Citibank Commercial Charge Cards Please read carefully. Your Agreement is subject to these Conditions. By signing the Application Form and returning a copy to Citibank (or fulfilling another application form or process designated by Citibank), You confirm acceptance of these Conditions. I. Definitions Account - means the account opened and maintained by Citibank at the request of the Company and You, which You as the individual are entitled to use and the use of which is governed by these Conditions. Agreement (among You, the Company and Citibank) - means the Application Form approved and signed by Citibank. Annual Fee - means a fee as set out in the List of Charges (or as agreed otherwise) regularly charged to the Company for each Card issued. Application Form - means Citibank application form completed, signed and submitted by You and the Company requesting a Card and/or Account issuance. ATM - means a cash-dispensing machine. Billing Currency - means the currency agreed by the Company and Citibank and specified on Your Billing Statement. Billing Statement - means the regular statement of Transactions and all applicable fees and other amounts charged to the Account, specifying the Due Date for the payment and containing, if applicable, other data specified in Article XI (6) and (7) (Communication) hereof. Card - means the Citibank payment card in respect of the Account issued by Citibank to You, the use of which is governed by these Conditions. The Card is designed for payments for goods and services or cash withdrawals for the Company s business purposes. The Card states its unique number, validity period, cardholder s data and bears signature strip, magnetic data record, the international VISA or MasterCard trademark, hologram and other security features. "Cash Advance Fee" - means a fee as set out in the List of Charges (or as agreed otherwise) charged to the Account for each cash advance transaction obtained through ATM or at any OTC Establishment. Citibank - means Citibank Europe plc, a company established and existing under the Irish law, registered seat at Dublin, North Wall Quay 1, Ireland, registered in the Register of Companies in the Republic of Ireland, under the number , conducting its business in the Czech Republic through Citibank Europe plc, organizační složka, registered seat at Prague 5,, Bucharova 2641/14, Postal Code , Reg. No , registered in the Commercial Register with the Municipal Court in Prague, Section A, Insert Company - means the person (other than You) at whose request the Account is opened and/or the Card is issued. Conditions - means these Business Terms and Conditions for Citibank Commercial Charge Cards as may be amended from time to time. Establishment - means a person who has entered into arrangements with Citibank or the relevant bank card association or its members for the supply of goods, tickets, services or cash to holders of Cards and/or Accounts. List of Charges - means a list of fees applicable by Citibank for the services; Citibank shall Publish the List of Charges. "OTC Establishment" - means an Establishment authorised to make over the counter cash advances. PIN - means a Personal Identification Number assigned by Citibank to You, which enables the use of the Card in ATMs and electronic terminals. Programme Administrator - means the person(s) designated by the Company to represent the Company and assist Citibank in the administration of Your Account. to Publish - means that Citibank shall provide or make available any information or document to the Company, You and/or any third party in the following way (or in any combination or all of them): (i) to publish on Citibank web site (ii) to make public in the premises of Citibank or its branches; 1

2 (iii) written notice sent to a contractual party to the address declared to Citibank as the mailing/contact address. (iv) electronically, using a secure method via the Citibank electronic banking system (CitiDirect) and/or by sending to your box and/or the Company s box; (v) on a CD, DVD or other permanent data medium. Transaction - means each and every amount charged or to be charged to the Account for purchases and cash advances made through the use of the Card or the Account at the Establishment. You and Your refer to the person (other than the Company) identified on any Card issued or Account opened by Citibank at the Company's and Your request. The singular includes the plural and vice versa, reference to any gender includes all genders and reference to persons, companies and firms includes bodies corporate, partnerships and unincorporated associations. General Business Conditions - means the General Business Conditions of Citibank Europe plc, organizační složka, as amended. Unique Identifier - means a combination of letters, digits or signs to identify You or the Account in the execution of Transactions in accordance with these Conditions. Payment System Act - means Act No. 284/2009 Coll., on Payment Systems. Payment Order - means an instruction to the Bank, whereby You or the Payee request the execution of a Transaction. Reference Exchange Rate - means the exchange rate (mid-rate) of the relevant bank card association (VISA) in the interbank currency market, valid as of the date on which the relevant Transaction is debited from the Account, or as of the date on which the relevant incoming payment is credited to the Account. II. Issuance of the Card 1. Citibank issues the Cards in compliance with generally applicable rules of law; General Business Conditions and these Conditions. 2. The Card issuance may only be requested via the Application Form in writing signed and submitted jointly by You and the Company. 3. You and The Company are jointly liable for the accuracy and factual correctness of data stated in the Application Form. 4. The Agreement is concluded by Citibank s approval and signature of the Application Form. There is no legal entitlement to concluding the agreement and obtaining the Card. 5. Following the conclusion of the Agreement, Citibank will issue and deliver the PIN and the Card to You in two separate mailings to Your contact address given in the Application Form (if not agreed otherwise). 6. The PIN is known only to You. 7. Immediately upon receipt of the Card, You are obliged to sign the Card in the signature strip. The signature must be identical with the signature given in the Application Form. 8. The Card shall be valid up to the last day of the month stated thereon. 9. The Company shall notify Citibank in writing no later than 30 days before the Card expiration date that a new Card is not to be issued, otherwise the existing Agreement will be automatically extended and a new Card will be issued. 10. Your Unique Identifier is the Card number, its expiry date and the security code (CVV) provided on the back of your Card. III. Using the Card and the Account 1. You are the only person authorised to use the Card or Account. 2. You must only use the Card during the validity period shown on it. 3. The Card and Account may only be used by You for payments of purchases of goods and services or obtain cash advances for business purposes of the Company and, if different, Your employer at 2

3 Establishments accepting the Card or Account. You must not use the Card or Account to charge purchases of goods or services or obtain cash advances for personal, family or household purposes, unless the company authorizes You otherwise. 4. The authorization to pay for goods and services and to withdraw cash is limited by the amount determined by the Company and Citibank; the Company or Citibank may at any time change the amounts concerned. The amount of the initial limit is specified in the Application Form; upon request of the Programme Administrator, Citibank will notify you about any subsequent changes. Unless otherwise agreed between Citibank and You and/or between Citibank and the Company, the initial limit of the total Transaction value specified in the Application Form is a monthly limit. 5. Upon the Company s request rendered via the Programme Administrator either by phone within the Citibank telephone banking services and/or an administrative message within the Citibank internet banking services, Citibank may change the amount of the total Transaction value limit specified in the previous paragraph, with effect as of the date proposed by the Company. 6. In addition to any limits placed upon withdrawals by the Company or Citibank, cash advances may also be subject to limits imposed by the relevant ATM operator or OTC Establishment. 7. Citibank may refuse to execute a Payment Order at its own discretion and without any prior notice, especially: in order to ensure due security of the Card, Unique Identifier or the Account - especially if a suspicion exists regarding the loss, theft, misuse or unauthorized use of the Card, PIN or the Account (for example, if Citibank is not successful in contacting You and/or the Company, the frequency or amounts of Transactions exceed usual volumes, the Card is used from an unusual location, or Citibank suspects that the PIN protection may have failed); in response to an increased risk that You and/or the Company may fail to repay the loan granted to You and/or the Company (for example, if You and/or the Company appear in the register of loans as a debtor with overdue debts, You and/or the Company are in default with the repayment of their loan to Citibank, or if the Company s Credit Lines have been frozen by Citibank); if there is any overdue debt owed by You and/or the Company to Citibank; if a generally binding regulation provides so; if the limit for the Card and/or the Account may be exceeded as a result of the execution of the Payment Order; or if the conditions of the execution of the Transaction that are defined under these Conditions, the General Business Conditions or another agreement between Citibank and You or Citibank and the Company are not satisfied. Citibank must refuse to execute a Payment Order if a generally binding regulation provides so. If Citibank refuses to execute the Payment Order, Citibank will inform You of the refusal at the earliest occasion, usually by a rejected Payment Order notice attached to the Transaction non-execution confirmation or displayed on the screen of the ATM or the payment terminal used in submitting the Transaction which was not executed as a result of the rejected Payment Order. If possible, Citibank shall inform You of the grounds for refusal and the procedure to rectify the errors which resulted in the rejection of the Payment Order. This shall not apply where providing this information or making it available is in conflict with any generally binding legal regulation. 8. Regardless other provisions of these Conditions, Citibank shall be entitled to approve a Transaction leading to overdrawing the Card limits according to paragraphs 4 or 5 of this Article. 9. Citibank is not obliged to execute Transactions without due authorization. The Transaction is authorized if approved by You. Your approval of the Transaction means the entering of the PIN when an ATM is used, entering the PIN or providing Your signature on the receipt (or the combination of both methods) if cash is withdrawn at OTC Establishments, and/or entering the PIN or providing your signature on the receipt (or the combination of both methods) and/or entering Your Unique Identifier (or a relevant part thereof) if wire transfer payments are made for goods and services. The signature on the relevant receipt must be identical to Your signature on the Card. In the case of a discrepancy between the signatures, the Establishment may reject the Transaction or may request to see Your valid ID. 10. You cannot revoke a Payment Order once (i) the Payment Order has been received or (ii) You have submitted the Payment Order or given your consent to the Transaction to the Payee, depending on which occurs earlier. For the purpose of these Conditions, the time Citibank receives a message containing the details of the relevant Transaction shall be deemed to be the time the Payment Order is received. If the time the Payment Order is received is outside Citibank s opening hours, the Payment Order shall be deemed to have been received at the beginning of Citibank s following opening hours. 3

4 11. The provisions of the previous paragraph regarding the impossibility of revoking a Payment Order shall not apply if this is in conflict with the agreement between Citibank and You and/or Citibank and the Company, entered into in connection with any service other than a Payment Service, pursuant to which the approval of a Transaction or a Payment Order cannot be revoked as of an earlier date and time, or the revocation of an approval of a Transaction or a Payment Order requires the consent of a third party. 12. You must present the Card and Your valid ID for manual cash withdrawals in the OTC Establishments. 13. The Card and Account must not be used to obtain goods, tickets or services for resale in the course of a business or return for cash. If the Establishment agrees, You may return the goods or tickets for credit against the original Charge. 14. In using the Card and Account You must comply with all applicable exchange control regulations and other laws. IV. Billing 1. The Billing Statement will be provided to You and the Company on a monthly basis, but only if there has been an activity on Your Account or if there is any balance on the Account. 2. You are jointly and severally liable with the Company for all Transactions and (save as provided in paragraph 7 of this Article) for any fees and other amounts charged to the Account under these Conditions. 3. Any Transaction or other amount, which is not incurred in Your Billing Currency (including payments incoming to the Account), will be converted at the Citibank foreign exchange rate, which is based on the Reference exchange rate, plus the Citibank margin specified in the List of Charges. 4. You will be in default if the amount shown on Your Billing Statement is not received by Citibank in full in the Billing Currency in favour of the account shown on Your Billing Statement and by no later than the Due Date shown on Your Billing Statement, regardless of whether You have yet to be reimbursed by the Company or Your employer. 5. If Citibank would not receive the payment for any outstanding balance by the end of the payment Due Date or such later date as Citibank may decide, Citibank is entitled to: a) charge to You and Company a Late Payment Fee, as set out in the List of Charges, each month on the outstanding balance (including any unpaid Late Payment Fees) shown on the relevant Billing Statement until paid in full, and b) to debit such amount in their entirety from the Account and thus cause or, respectively, increase an overdraft balance at the Account. For the avoidance of any doubt, it is agreed that to the extent such final overdraft balance exceeds an overdraft facility permitted by Citibank in relation to the Account (if any), this overdraft balance shall be considered unauthorized and the Account Owner shall be obliged to pay sanction interest on this balance (in addition to the above Late Payment Fee) at the rate stipulated in the List of Charges. Failure to settle a Billing Statement promptly may result in suspension or cancellation of Your right to use the Card and Account. 6. If a Billing Statement is not settled promptly You are liable to reimburse Citibank for its collection and legal costs. 7. Where applicable, Cash Advance Fees and Annual Fees will appear on Your Billing Statement and You confirm that You have agreed with the Company to pay any such fees on its behalf by the relevant payment Due Date. The Company is solely liable to Citibank for such Cash Advance Fees and Annual Fees. 8. If You send a payment that exceeds the amount due, Citibank will reflect the excess amount as a credit against future Transactions and other amounts due on the Account. Citibank will refund any credit balance on request by You through the Program Administrator. Citibank will not pay interest on any credit balance on the Account. 9. If Citibank fails to charge a Payment Transaction amount in the Czech currency or use the bank account details in accordance with Your Payment Order, resulting in an incorrect Payment Transaction, the bank or the savings bank and loan association in the Czech Republic which maintains the account of the unauthorised Payee shall, at the request of Citibank, debit the incorrect credit amount from the account of the unauthorised Payee and surrender this amount to Citibank so that the incorrect Payment Transaction can be rectified in 4

5 accordance with the Payment System Act. A request under this Article IV.9 may be taken within 3 months of the date of the error which led to an incorrect Payment Transaction. 10. If the bank or the savings bank and loan association in the Czech Republic fail to charge a Payment Transaction amount in the Czech currency or use the bank account details in accordance with the Client s instructions, resulting in an incorrect Payment Transaction, Citibank shall be obliged, if you are an unauthorised beneficiary of the payment, to debit the incorrect credit amount from Your account, upon the request of the bank or the savings and loan in the Czech Republic and surrender this amount to the bank or the savings and loan in the Czech Republic, so that the incorrect Payment Transaction can be rectified in accordance with the Payment System Act. Citibank may also reinstate the balance that would have been shown in the account if no wrong Payment Transaction had occurred. A request under this Article IV.10 may be taken within 3 months of the date of the error which led to an incorrect Payment Transaction. V. Returning Authorised Payment Transaction Amounts at the Payee s Request 1. Within 8 weeks following the day on which money is debited from the Account, and if Citibank has already received the full amount of the authorized Transaction specified in Your Billing Statement, You are authorized to file an application through the Programme Administrator requesting the return of the amount of the authorized Transaction carried out upon request of the Payee, if: a) the exact amount of the Transaction had not been determined at the time of the authorization, and b) the amount of the Transaction exceeds the amount which You may have reasonably expected with respect to all circumstances, and c) the amount of the Transaction exceeds the limit determined for the Transaction in question on the basis of an agreement between Citibank and You and/or Citibank and the Company. However, You cannot claim an unexpected change in the exchange rate, if the Reference Exchange Rate was used. 2. The provisions of paragraph 1 of this Article shall not be applied where consent with the Transaction has been provided directly by Citibank and where, if applicable, You have been provided or made available the information of the exact amount of the Transaction by Citibank or the Payee in the agreed manner, no later than 4 weeks prior to the receipt of the Payment Order. 3. At the request of Citibank, the Client shall provide Citibank with any information and documents proving that the conditions for the Transaction amount to be returned under paragraph 1 of this Article have been satisfied. 4. If the conditions as stated in this Article for an authorised Transaction amount to be returned are satisfied, Citibank shall return the authorised Transaction amount within 10 Business Days following the receipt of Your request and the information and the documents referred to in paragraph 3. If the conditions for an authorised Transaction amount to be returned are not satisfied, Citibank shall refuse to return the amount and inform You and the Company, within 10 Business Days following the receipt of Your request and the information and documents referred to in paragraph 3, of the grounds for the refusal, along with information as to out-of-court dispute settlement and the option to lodge a complaint with the oversight authority. VI. Protection and Security 1. You and the Company are obliged: a) to protect the PIN and Card from being lost or stolen (it is especially strictly forbidden to write your PIN on the Card, to keep the PIN together with your Card or disclose your PIN to third parties); b) to prevent the Card, PIN and/or the Account from being misused (you shall not in particular disclose the Card number, PIN or the Account number to any third party except in connection with a Transaction or when reporting any suspected or actual loss, theft or misuse of the Card, Account or PIN); c) to protect other security features of the Card and data relating to the Account (this shall not apply where sharing other security features with third parties is necessary for the Transaction to be executed); and d) to take all adequate action to protect the personalized security features of the Card, PIN, Unique Identifier and/or the Account. 2. You must immediately notify Citibank and the Programme Administrator if your Card, PIN, Unique Identifier and/or the Account is lost, stolen, misused, or made unauthorized use, if there is a threat that the Card, PIN, Account, Unique Identifier or PIN may be misused, or if the PIN is not received within the proper amount of time. You shall inform Citibank of these circumstances via the relevant hot-line published by Citibank, of which Citibank will inform You prior to the signing of this Agreement. Any such notification made by telephone requires confirmation in writing made no later than on the next Business Day. 5

6 3. You must give Citibank all the information in Your possession as to the circumstances of any loss, theft or misuse of the Card or PIN or the misuse of the Account and take all steps deemed necessary by Citibank to assist in the recovery of any missing Card. 4. If an unauthorized Transaction is executed, Citibank shall be obliged to take the following action immediately after you inform Citibank via the Programme Administrator about the unauthorized Transaction: (a) to reinstate the proper balance in the Account from which the amount of the Transaction was debited, or (b) refund the amount of the Transaction, should the said reinstatement specified in (a) above not be an option. For the purpose of this Article VI.4 the term immediately means a period of time that is objectively necessary for Citibank to be able to determine (alone or in cooperation with third parties) whether there was any effective unauthorised Transaction debited and who is liable for this Transaction. 5. You and the Company shall jointly and severally bear any loss up to a total amount of EUR 150 resulting from unauthorised Transactions (if the Transaction is in a currency other than Euro, the Transaction shall be converted using the exchange rate issued by the Czech National Bank as of the day preceding the date the unauthorised Transaction is cleared), provided such loss is caused (a) by the use of a lost or stolen Card, or (b) by misuse of the Card, PIN, Unique Identifier and/or the Account if You and/or the Company have failed to protect the applicable personalised security features. 6. You and the Company shall jointly and severally bear the full loss resulting from an unauthorised Transaction if this loss is caused by fraudulent conduct by You or the Company, or You or the Company Client having breached, wilfully or by gross negligence, any of your obligations stipulated under the Contract, the Conditions, the General Business Conditions and/or the Payment System Act, especially any of the obligations with respect to using the Card, PIN, Unique Identifier and/or the Account or reporting a Card, Account PIN and/or Unique Identifier that has been lost, stolen, misused or used without due authorisation. 7. The provisions of paragraphs 5 and 6 of this Article shall not be applicable where it is proven that neither You nor the Company have acted in a fraudulent manner and (a) the loss occurred after You reported the loss, theft, misuse or unauthorised use of a Card, PIN, Unique Identifier and/or the Account to Citibank, or (b) Citibank failed to ensure that You have available suitable means to report at any time the loss, theft, misuse or unauthorised use of a Card, PIN, Unique Identifier and/or the Account. 8. If, after Citibank has provided You or the Company with performance under paragraph 4 of this Article, it is proven that You had no entitlement to this performance, You and the Company undertake to return all of the relevant performance to Citibank insofar as there was no entitlement on Your or the Company s part to such performance, immediately upon Citibank s request. 9. You shall report any unauthorised Transaction to Citibank via the Programme Administrator, on a form provided by Citibank, without undue delay after You have learnt of such a transaction, though not later than 13 months from the date the Funds (i.e. the amount of the relevant Transaction) were debited from the Account. The liability of Citibank for any unauthorised Transaction shall cease to exist once any of the aforesaid time limits have lapsed. 10. Citibank shall not be liable for unauthorised Transactions if Citibank was prevented from discharging its obligations by circumstances that are unusual, unforeseeable, independent of the will of Citibank and the consequences of which could not be averted by Citibank. VII. Liability for Incorrect Payment Transactions 1. As the Payment Service Provider of the Payer, Citibank is liable for any incorrect Transaction, unless Citibank substantiates to You and, where applicable, the Payee s Payment Service Provider that the amount of the incorrect Transaction was credited to the account of the Payee s provider duly and in good time. 2. If Citibank is responsible for an incorrectly performed Transaction according to paragraph 1 of this Article and You inform Citibank via the Programme Administrator that you do not insist on the execution of the Transaction, Citibank shall immediately a) reinstate the proper balance in the Account from which the amount of the Transaction was debited, or b) refund the amount of the incorrect Transaction, should the reinstatement specified in a) not be an option. 3. The practice provided under paragraph 2 shall only be employed with respect to an incorrect Transaction amount that is not credited to the account of the Payee s provider before You informed Citibank that You do not demand that the Transaction be effected, provided that Citibank substantiates the crediting of such amount to You and, where applicable, the Payee s provider. 6

7 4. If Citibank is responsible for an incorrectly performed Transaction according to paragraph 1 of this Article and You do not inform Citibank that you do not want the Transaction to be executed, Citibank shall immediately ensure that the amount of the incorrect Transaction is credited to the account of the Payee s provider. 5. Citibank is only liable to You and the Company when You are the Payee for any incorrect Payment Transaction and the Payer s Payment Service Provider is not liable to the Payer for this particular transaction. If Citibank as the Payee s provider is liable under the previous sentence for the incorrect Payment Transaction, Citibank shall immediately a) reinstate the balance that would have been shown in the Account if no incorrect Payment Transaction had occurred, or b) refund the amount of the incorrect Payment Transaction, should the reinstatement specified in a) not be an option. 6. Paragraphs 1 to 5 of this Article shall not be applicable to Payment Transactions initiated by the Payee if the provider of the Payee fails to satisfy his obligation to submit the Payment Order to the Payer s provider duly and in good time. 7. If a Transaction initiated by You is effected incorrectly, Citibank shall, upon Your request submitted via the Programme Administrator, make every effort that may be reasonably expected of Citibank to track down the Transaction, and inform You of the results. 8. You shall report any incorrect Payment Transaction to Citibank via the Programme Administrator, on a form provided by Citibank, without undue delay after You have learnt of this transaction, though not later than 13 months from the date the Funds were debited from the Account. The liability of Citibank for an incorrect Payment Transaction shall cease to exist once any of the aforesaid time limits have lapsed. 9. Citibank shall not be liable for incorrect Payment Transactions, including a possible failure to meet the Payment Transaction deadlines, if Citibank was prevented from discharging its obligations by circumstances that are unusual, unforeseeable, independent of the will of Citibank and the consequences of which could not be averted by Citibank. VIII. Suspension and Cancellation of Your Card and Account 1. This Contract is entered into for an indefinite period of time. 2. The Company and/or You may terminate this Contract upon delivery of written termination notice to Citibank in accordance with Article XI of these Conditions (Communication). Should You serve a termination notice of the Contract, you shall immediately inform the Company via the Programme Administrator. If the termination notice of the Contract is served by the Company, the Company shall immediately inform You of this fact. In case of termination notice served by You and/or the Company, the effect of the notice shall occur on the day of its delivery to Citibank. In case of termination notice served by Citibank a two-month notice period following the delivery of the notice to the Company shall apply. Contract termination shall not affect the existence of Your and Company s obligations towards Citibank (obligations primarily involving outstanding fees or unsettled balances) incurred during the existence of the Contract. The obligations shall continue to be governed by the Contract, these Conditions and the General Business Conditions. 3. In the event that the Company serves a termination notice for the current account agreement based on which the Account is held at Citibank, such termination notice shall automatically be deemed to also be a termination notice for this Agreement served by the Company pursuant to paragraph 2 of this Article. However, if more than one current accounts are held at Citibank based on such current account agreement, then the previous sentence shall apply only in the case that the Company s termination notice for such agreement relates to the Account. 4. If the contractual relationship does not last longer than one year, Citibank shall be entitled, if You have served notice to terminate the Contract and/or if the Contract is terminated by the Company, to consideration for the Contract termination in an amount to be determined according to the List of Charges. 5. Citibank shall be entitled to block the Card and/or the Account at any time and without any consequences a) in order to ensure due security of the Card, Unique Identifier or the Account - especially if a suspicion exists regarding the loss, theft, misuse or unauthorized use of the Card, PIN or the Account (for example, if Citibank is not successful in contacting You and/or the Company, if the frequency or amounts of Transactions exceed usual volumes, if the Card is used from an unusual location, or if Citibank suspects that the PIN protection may have failed); 7

8 b) in response to a significantly increased risk of You or the Company being unable to repay the loan available through the Card or unable to repay the amount that was, is or may be charged to the Account (if You or the Company are entered in the Central Debt Register as a client with overdue debts; if You or the Company default on the payment of any loan product provided by Citibank; if Your or the Company s credit lines have been frozen by Citibank); or c) for other reasons stipulated in these Conditions or the General Business Conditions. Before or immediately after (where the former is impracticable) Citibank blocks the Card and/or Account, Citibank shall inform You and the Company that the Card and/or Account has been blocked and the reasons for this measure via phone, or short text message (SMS). This shall not apply where providing this information or making it available might thwart the purpose of blocking the Card and/or Account or would be in conflict with any generally binding legal regulation. Once the reasons the Payment Instrument was blocked have been corrected, Citibank shall re-activate the Payment Instrument or replace it with a new one. 6. Citibank may at any time and without liability suspend or cancel Your right to use the Card and Account. Citibank will normally give You an advance notice of any suspension or cancellation but Citibank may, if it is reasonable to do so (for example, if You are in default under the Agreement or Citibank considers it advisable for security reasons), suspend or cancel Your right to use the Card and Account without prior notice. In addition, Your right to use Your Card and Account shall be automatically cancelled if: (i) requested by the Company; (ii) Your current employment ends; (iii) the agreement between Citibank and the Company under which these facilities are made available ends; (iv) a motion is filed against You for the commencement of insolvency proceedings and/or a proposal for the permission of debt clearing (regardless of whether the proposal for the commencement of insolvency proceedings and/or proposal for the permission of debt clearing is filed by You or any third party); or (v) a motion is filed against the Company for the commencement of insolvency proceedings (regardless of whether the proposal for the commencement of insolvency proceedings is filed by the Company or any third party). 7. You must not use or attempt to use (i) the Card or Account while suspended or after it has been cancelled, or the Card or the Account have been blocked; (ii) the Card or Account while the Card, Account or PIN is reported liableto misuse; (iii) the Card while reported lost or stolen; or (iv) the Card prior to its commencement date or after its expiry date. 8. You must immediately cut in two and, if requested, return it to Citibank, any Card on termination under the clause II.8 hereof or which otherwise ceases to be valid other than on expiry. You remain personally liable under these Conditions in respect of all Transactions and other amounts incurred through the use of the Card at any time, irrespective of blocking, termination, suspension or cancellation under Clauses VIII.4 or VIII.5 hereof. 9. Citibank shall not in any circumstances be liable in respect of any Billing Statement or other communication relating to or arising out of the suspension or cancellation of the Card or Account, including a listing of the Card or Account number on any cancellation list. 10. The Card is issued by and remains the property of Citibank and is not issued for and on behalf of any other party, whether jointly or otherwise. You must return it to Citibank on demand. 11. In case of termination or cancellation of Your right to use the Account, You and/or the Company are obliged to settle all receivables of Citibank (regardless whether due or undue) arising from Card usage without any delay and, on demand, to return the Card to Citibank without any delay. 12. Citibank is also entitled to terminate the Contract by serving written notice to You and the Company. The notice period shall be 2 months, commencing on the day following the date on which this notice is delivered to You and the Company. Contract termination shall not affect the existence of Your and Company s obligations towards Citibank (obligations primarily involving outstanding fees or unsettled balances) incurred during the 8

9 existence of the Contract. The obligations shall continue to be governed by the Contract, these Conditions and the General Business Conditions. IX. Claims and Complains 1. Unless these Conditions stipulate otherwise: (i) Any queries You may have concerning the Transaction or any other amount appearing on Your Billing Statements should be referred immediately to Citibank in writing or by telephone. (ii) Citibank must receive any queries within 30 days from the date of Your Billing Statement. (iii) After 30 days, You will be deemed to have accepted the accuracy of the items recorded on Your Billing Statement. 2. If you are of the opinion that an executed Transaction has not been authorized by You or that it was carried out incorrectly, Citibank shall on the basis of your complaint delivered to Citibank prove that the procedure has been followed for due verification of the Payment Transaction, i.e. that the Transaction has been duly recorded, posted and not affected by any technical or similar fault. 3. The complaints are claimed by You through the Program Administrator on the form designated by Citibank. Citibank shall be obliged to decide on the complaint within 90 days of delivery of the duly filled form, unless the present Terms require otherwise. 4. When justified, Your obligation to Citibank shall be decreased by any claimed Transaction, unless a different form of settlement is stipulated in these Conditions or the Payment System Act. 5. Citibank shall be entitled to charge at its discretion a contractual penalty as set in the List of Charges for any unjustified claim. 6. Citibank is not responsible for the standard, quality or suitability of any goods, tickets or services purchased with the Card or Account from any Establishment. All Billing Statements must be paid in full and without set-off or counterclaim. This does not, however, affect any statutory rights which You may have or Your rights against the Establishment with whom all claims should be settled direct. Citibank is not responsible if any Establishment refuses to accept the Card or Account. 7. Citibank shall have no obligation or liability relating to the funding, maintenance or operation of any ATM or Establishment, or any liability for the failure of any ATM or Establishment to have sufficient funds, or to function or operate in the manner in which it is intended, or any liability related to the location or site maintenance of an ATM or Establishment. X. Changes to the Conditions and to the List of Charges 1. Citibank may at any time propose a change to these Conditions by Publishing a new wording thereof. 2. You and the Company will be notified of such a change by a written notice. Such notice will indicate the date effectiveness thereof, which will be no earlier than 2 months from the date of the notice. 3. You and the Company shall be deemed to have accepted proposed amendments to these Conditions if a) Citibank proposes the amendment to the Conditions not later than 2 months prior to the date on which the amendment is to take effect; b) neither You nor the Company reject the proposed amendment of the Conditions by means of a written notice delivered to the Bank not later than on the Business Day preceding the date the amendment is to take effect; c) Citibank informs You and the Company about this consequence in the amendment proposal; d) Citibank informs You and the Company in the amendment proposal about Your right to terminate the Contract if You disagree with the proposed amendment. 4. If You and/or the Company refuse proposed amendments, You have the right to terminate the Contract before the date the amendment is to take effect; termination in this case is free of charge and takes immediate effect. 5. Citibank may tie the proposed amendment to the Conditions to the termination if You and/or the Company refuse the amendment in writing but fail to terminate the Contract in accordance with Article X.4 of the Conditions. 6. The provisions of paragraphs 1 to 5 of this Article X shall also apply to changes in the List of Charges proposed by Citibank, unless You, the Company and Citibank agree otherwise. 9

10 7. A copy of the current Conditions is available on request from the Programme Administrator. You and the Company may request that Citibank provide You and/or the Company with the current version of the Contract, the Conditions and other information referred to in Sections of the Payment System Act. 8. Citibank may at any time change the agreement specifying interest rates and exchange rates, unilaterally and without any prior notice, if such a change is based on a change to reference rates or exchange rates. Changes in the interest or exchange rate used in Payment Transactions shall be implemented and calculated in a neutral manner. Any change in the interest rate or the exchange rate that is more favourable to You and the Company may be applied without prior notice. XI. Communication 1. Citibank must be notified of any change of Your personal details, including Your name and address. 2. All notices, documents and instructions from You and/or the Company to Citibank and related to the Agreement shall be delivered to Citibank via Programme administrator, by registered mail or by other agreed secure way. 3. Citibank shall deliver the notices, documents and instructions associated with the Agreement to You and/or the Company on the mailing address given in the Application Form if not amended otherwise. 4. Any notice or Billing Statement sent by Citibank shall be deemed duly delivered when sent to Your most recently supplied address. 5. Citibank may record and/or monitor telephone calls to help maintain a high quality service and for security, data collection and training purposes. All recordings are Citibank s sole property. 6. The information regarding all Transactions, including, where applicable to the given Transaction: a) information allowing You and/or the Company to identify the Transaction, and information regarding the Payee, where applicable; b) the Transaction amount in the currency in which the amount was debited from the Account or the currency used in the Payment Order; c) information as to the consideration payable by You and/or the Company to the Bank for the execution of the Transaction and, if the consideration consists of several separate amounts, an itemised list of these amounts; d) where applicable, the exchange rate applied by the Bank and the converted amount of the Transaction; e) the Value Date of the Transaction amount debited from the Account or the date of the receipt of the Payment Order; will be specified in the Billing Statement. 7. Information regarding all payments credited to the Account, including, where applicable to the given payment: a) information allowing You and/or the Company to identify the credit payment, and information, where applicable, as to the Payer of the credited payment and other information submitted in connection with the credit payment; b) the amount of the credited payment in the currency in which the amount was credited to the Account; c) information as to the consideration payable by You and/or the Company to the Bank for the credited payment and, if the consideration consists of several separate amounts, an itemised list of these amounts; d) where applicable, the exchange rate applied by Citibank and the amount of the credited payment prior to this conversion; e) the Value Date of the amount credited to the Account; will be specified in the Billing Statement. 8. All communication between You and/or the Company and Citibank, relating to and/or associated with this Contract, shall be conducted in Czech and/or English. XII. Data Protection 1. Establishments, which accept Cards and Accounts, will transfer information to the relevant bank card association and Citibank about any transactions You make with them using the Card or Account. 2. On the condition that the confidential nature of information is maintained Citibank is entitled to a reasonable extent, to provide Establishments, other companies within Citigroup, the Company, other companies in the same group of companies as the Company, third parties and each of their agents and contractors information about You and Your Account, the Company and the Card for Account management, statistical reporting, fraud prevention, administration and tracing purposes and for the purposes of providing services relating to the 10

11 Card. Citibank shall Publish the list of all subjects, which could receive the data in accordance with this paragraph. 3. Processing of information could include any manual or automatic measure taken with the information, including but not limited to gathering, registration, storing, and changing the information. 4. By signing Application Form, You agree that in accordance with Act 101/2000 Coll., as amended (Personal Data Protection Act), Citibank shall be entitled to process and share all Your personal data, for the purpose of providing services related to the Card, with any third parties (whether in or outside the Czech Republic), including your birth number, provided to Citibank in connection with the issue and use of the Card; the consent is granted for a period reasonably required for the implementation of the purpose specified above. Without prejudice to the generality of the consent according to the previous sentence, by signing the Application Form, as well as by signing the optional insurance registration form You also agree that Citibank shall be entitled to provide and share all Your personal data, including your birth number, to the insurer POJIŠŤOVNA CARDIF PRO VITA, a.s. (ID No.: ) for the purpose of arranging for / procuring / allowing the accession to the insurance programme entitled Insurance against Misuse 50/Secured Insurance with Your Card (insurance against the misuse of the card as a consequence of its loss or theft), to the insurer CHARTIS EUROPE S.A. conducting its business in the Czech Republic through CHARTIS EUROPE S.A., pobočka pro Českou republiku (ID No.: ) for the purpose of arranging for / procuring / allowing the accession to travel and accident insurance included with the Card and to optional long term stay insurance and optional extended accident insurance and for the performance of the insurance operations with respect to such insurance programmes, for a period reasonably required for the implementation of the purposes associated with such insurances. 5. You hereby consent that the third parties with which Citibank shares Your personal data in accordance with the provisions above further process Your personal data to the given extent, for the purposes and for the period specified above. This shall not affect Citibank s liability towards You in connection with the processing of personal data by third parties according to the provisions above. 6. You have a right of access to Your data under the act no. 101/2000 Coll., Data Protection Act, as amended. Citibank may charge You a reasonable administration fee for providing such data up to any reasonable processing costs. XIII. Programme Administrator 1. The Programme Administrator shall have the following duties: (i) to be familiar with all aspects of Your Account; (ii) to handle all enquiries, billing disputes, spending limit increase requests, and other requests and notices by You and the Company under these Conditions; (iii) upon request, to provide Citibank with contact and other information about You; (iv) to promptly advise Citibank of lost or stolen Cards or if any Card, Account, Unique Identifier or PIN is liable to be misused; of any circumstances of which You inform the Programme Administrator in accordance with Article VI (2) of the Conditions, and to request any replacement Cards; (v) to promptly advise Citibank of termination of Your current employment; and (vi) upon such termination, to collect and cut Your Card in half. 2. Citibank may provide information to the Company and, if different, Your employer about Transaction activity, the status of Your Account and any default under the Agreement monthly or as often as requested. Citibank may also contact Your manager or Your Programme Administrator about You and Your Account. 3. The Company and, if different, Your employer is authorised to provide information about You to Citibank for the purpose of assisting Citibank in managing Your Account. XIV. Final Provisions 1. You agree that Citibank may by giving at least 7 days notice in writing to You and the Company (and without any further consent) assign its rights, or transfer both its rights and obligations, under these Conditions to any company in the Citigroup Inc. group of companies. 11

12 2. Citibank may delay enforcing its rights under the Agreement without losing them. Citibank may also accept partial payments (even if described as being in settlement of a dispute or if marked payment in full or with other similar wording) without losing its right to claim full payment. 3. Citibank shall not be liable if it is unable to perform its obligations under these Conditions due to the failure of any computer data processing system or transmission link or to any technical problem or any other reason caused by circumstances that are unusual, unforeseeable and independent of the will of the Citibank, the consequences of which could not be averted by the Bank. 4. These Conditions and all matters arising out of the issue and use of the Card and Account are subject to Czech law and the jurisdiction of the competent court in the Czech Republic, within whose jurisdiction Citibank Europe plc, organizační složka has its registered office. 5. The financial arbitrator of the Czech Republic is also a person competent to decide disputes between You and/or the Company and Citibank in connection with the provision of Payment Services, under the terms and conditions as stipulated in Act No. 229/2002 Sb., the Financial Arbitrator Act, as amended. 6. Citibank is authorised on the basis of a single passport licence according to a specific legal regulation governing the operations of banks (Act No. 21/1992 Coll., on banks, as amended) to provide banking services in the Czech Republic (including Payment Services). Citibank holds a banking licence granted by the Central Bank of Ireland in 2001 (now the Financial Services Authority of Ireland, which also incorporates, in terms of organisational structure, the relevant national regulator of Citibank - the Irish Financial Services Regulatory Authority (Financial Regulator) - registered office: PO Box 559, Dame Street, Dublin 2, Ireland). In accordance with the relevant European Community rules regulating banking and investment company business and section 5d et seq. of the Act on Banks, Citibank has set up a branch in the Czech Republic in order to provide the relevant banking services. In terms of providing banking services Citibank is subject to the oversight authority of the home country, the Financial Regulator in Ireland, and the oversight authority of the host country, the Czech National Bank, with registered office at Na Příkopě 28, Prague 1, postal code In cases involving any breach of obligation of Citibank under the Payment System Act, You and/or the Company may also lodge a motion with the Czech National Bank to initiate ex officio administrative proceedings. 8. By signing the Application Form each You and the Company acknowledge that prior to signing hereof, You and the Company were provided with and accept these Conditions, the General Business Conditions and the List of Charges. 9. If You or the Company ask for the activation of any of the optional insurance programmes with the Card provided by POJIŠŤOVNA CARDIF PRO VITA, a.s. (ID No.: ) and/or CHARTIS EUROPE S.A. conducting its business in the Czech Republic through CHARTIS EUROPE S.A., pobočka pro Českou republiku (ID No.: ) (both these companies hereinafter also as the Insurers ) and/or if such insurance is automatically included with the Card, You and the Company confirm by signing Application Form, as well as by signing the optional insurance registration form, that you have been duly acquainted and agree with the wording of the General Terms of the relevant Insurer, the wording of the current Framework Insurance Agreements entered into between the Citibank (as the Policyholder) and the relevant Insurer, and that you understand the content hereof and comply with the insurance conditions and expressly agree with the insurance conditions according to the above cited documents. Furthermore, You agree that the relevant Insurer is entitled to ask for Your personal data, including sensitive data (regarding the Your health conditions) according to Section 4 (b) of Act 101/2000 Coll., on the protection of personal data, as amended, for the purpose of investigations regarding insurance claims pursuant to Section 50 (1) of Act 37/2004 Coll., on insurance contract, as amended. 10. These Conditions are executed in both English and Czech language versions. In case of any conflict between the English and Czech language version, the Czech version shall prevail. 11. These Terms and Conditions become valid and effective as of June 1, 2010, and shall replace the Conditions effective from November 1,