Governing law and jurisdiction clause.
A standard boilerplate clause that picks the law interpreting the contract and the court that hears a dispute. It is one clause intended for a future Terms of Service / Master Services Agreement — not a separate document, and not a substitute for the Data Processing Agreement.
DRAFT — not legal advice — pending attorney review. These drafts are not execution-ready. They exist to cut attorney time, not to replace review, and must be confirmed by a qualified attorney before anyone relies on them in a signed contract.
One clause in a future agreement.
This is one clause in the Terms of Service / Master Services Agreement, not a standalone document. It answers which law interprets the contract and which court hears a dispute. There is no executed Terms of Service today; this is the clause meant for it.
It is not a substitute for the Data Processing Agreement: the DPA is a GDPR Article 28 compliance artifact governing how personal data is processed, and no choice-of-court clause removes that obligation or opts the company out of GDPR.
Confirm before use.
- B2B only. The clause assumes the counterparty is a business, not a consumer. Against a consumer, mandatory consumer-protection law in the consumer's country of residence cannot be contracted away, and a consumer carve-out is required. TensorPlane's motion is B2B, so this holds — but the carve-out sentence is retained below for safety.
- The company is a Czech legal entity with its registered seat in the Czech Republic.
The clause, with entity details filled.
Placeholders in the source clause are filled from the controller identity and followed by an attorney marker: [Attorney: confirm entity details before execution].
Governing law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, is governed by and construed in accordance with the laws of the Czech Republic, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.
Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Czech Republic, with the locally competent court determined by the registered seat of Blockforo s.r.o. (Praha 1, Czech Republic, company ID / IČO 21654093)
[Attorney: confirm entity details before execution], to settle any such dispute or claim.Data-protection rights are unaffected. Nothing in this clause limits any right a data subject or a supervisory authority has under applicable data-protection law. In particular, a data subject may lodge a complaint with the supervisory authority of their habitual residence, place of work, or place of the alleged infringement (GDPR Article 77), and this Agreement's choice of forum does not displace that competence.
Consumer carve-out (retained for safety; B2B expected). Where the counterparty contracts as a consumer, this clause does not deprive the consumer of the protection of mandatory provisions of the law of their country of habitual residence.
Why this part needs no bespoke drafting and the DPA still does.
The choice of Czech law and Czech courts is a settled, standard election — picking the company's home forum is the low-cost default. What still requires an attorney is the DPA's Article 28 content for the vendor-hosted scope (security measures, sub-processor terms, breach notification, audit rights, deletion/return), because that is where an error creates regulatory liability rather than merely an inconvenient venue.
Questions about these documents?
These pages are the published rendering of our internal drafts and will change as attorney review completes. If your legal or procurement team needs a specific point clarified, contact us.