1. Introductory provisions

1.1 Teapot s.r.o., with registered office at Pri Zvonici 29, 821 04 Bratislava, registered in the Commercial Register by the District Court Bratislava I, Section Sro, File No.: 111832/B, ID No.: 50349686, (hereinafter referred to as “Provider”) is a provider of services of agile computer program development, web application creation and other related services (hereinafter individually also referred to as “Service” or collectively as “Services”) according to the objects of business registered in the Commercial Register under the terms and conditions as set out in the following provisions (hereinafter referred to as “Terms and Conditions” or “T&C”).

1.2 The subject of the OP is mainly the regulation of the mutual rights and obligations of the Provider and the Customer in the provision of the Services. The OP are an integral part of the Contract concluded between the Provider and the Customer.

1.3 These T&C apply exclusively to the provision of the Services specified herein and, together with all other written contractual documents and oral agreements concluded between the Provider and the Customer, define the content of the contractual relationship between the Provider and the Customer.

1.4 The terms and expressions defined or used in the OP shall be used and have the same meaning in all binding legal relations between the Provider and the Customer regarding the Services, unless otherwise provided by generally binding law or expressly agreed in writing by the Parties.

1.5 By submitting an Order, the Customer confirms that he/she has read the text of these T&C.

1.6 The Customer acknowledges that the Provider provides the Services to the best of its knowledge and technical capabilities, as well as the technical capabilities of its subcontractors, in a quality corresponding to the generally accepted requirements for the Services and provided to the Customer in similar legal relationships with other providers.

1.7 These T&Cs govern and contain terms and conditions for the following types of Services provided:
(a) Agile Computer Program Development Services;
(b) Web Application Development Services;
(c) Marketing Services, in particular the design and/or setup of marketing strategy,
advertising campaign management, SEO, social network management and other
services specified in these T&Cs.

For distinction, the Service Type is indicated in the relevant Order in the individual price offer points.
If the Customer chooses only one of the above Services, the terms and conditions for the other Services do not apply to the Customer.

1.8 Definitions:

1.8.1 “Customer” means a natural person without the status of a Consumer or a legal entity that has placed an order for Services from the Provider under the terms and conditions specified in these T&C.

1.8.2 “Consumer” is a natural person who does not act in a mutual legal-obligational relationship with the Provider within the scope of their business, employment or profession.

1.8.3 “Legal entity” means a legal entity registered in the commercial register or similar register, which acts in a mutual legal-obligational relationship with the Provider within the scope of its business activity. Relations between the Provider and the Customer, who does not have the status of a Consumer not expressly regulated by these Terms and Conditions, shall be governed by the relevant provisions of Act No. 513/1991 Coll., the Commercial Code, as amended

1.8.4 “Agile Computer Program Development Service” means the Service, the subject of which is the agile development and delivery of a computer program by the Provider for the needs and according to the needs of the Customer, who may not have a complete idea of the final form of the computer program when requesting the Service.

1.8.5 “Web Application Development Service” is a Service, the subject of which is the creation and delivery of web applications by the Provider for the needs and according to the needs of the Customer.

1.8.6 “Agile development” means the development of a computer program that takes place in Sprints, during which intensive communication between the Parties takes place continuously, in order to gradually refine the Customer’s requirements and specify the final form of the computer program, with the handover of a part or module of the computer program taking place at the end of each Sprint. The subject of the development are new functions of the computer program, redesign, human testing (user testing), refactoring of old code, i.e. updating of old components and modules, and correction of errors based on the Customer’s requirements agreed in the Sprint planning phase.

1.8.7 “Sprint / iteration / part of the work” is a short period of time for the development and implementation of a computer program, usually lasting one or two weeks, during which a predetermined work team of the Provider works on the development.

1.8.8 “Sprint planning” is a meeting to plan the work to be done in a given Sprint. This meeting takes place at the beginning of each Sprint and is attended by the entire Agile Team, i.e. the Provider represented by the Project Manager and the Development Team and the Customer or its delegated persons. Sprint planning includes:

a) Capacity planning: the team will take into account the availability of individual team members (holidays, other commitments) and plan the work to be in line with the Sprint goal and the team’s capacity. The result of Sprint planning is the Sprint Backlog, a list of tasks that the team has committed to complete in a given Sprint, along with an estimate of their difficulty and a plan for their completion.

b) Defining the Sprint goal: The team agrees together on the goal it wants to achieve in the Sprint. This goal should be measurable and achievable within the duration of the Sprint.

c) Selection of tasks for the Sprint: Based on the Sprint goal and the Customer’s priorities, the team selects from the product backlog (requirements list) those tasks that will be implemented in the Sprint.

d) Task division: the selected tasks shall be divided into smaller, more detailed subtasks that are more manageable and estimable.

e) Estimation of difficulty: the team will estimate the time difficulty of each task and subtask, usually in units of “story points” or “man-hours”. The effort estimate is used to determine the capacity of the team and to check that the planned scope of work in the Sprint is realistic)

f) Agreement on the Definition of Done: the team agrees on the criteria that must be met for a task to be considered complete.

1.8.9 “Estimation” is the time estimate required to develop the required task

1.8.10 “Allocated Person” means an employee of the Provider who has been allocated by the Provider to work on a given Sprint/Service pursuant to the Customer Service Contract.

1.8.11 “Licence” means the granting by the Provider of an exclusive and unlimited time right to use the Service selected by the Customer, or the result thereof, for a fee. In the case of licensing as part of the Service by third parties, the terms of the grant, the scope of the rights shall be governed by the third party’s license terms.

1.8.12 “Order” means a proposal to enter into a contract for the performance and provision of a Service of the Customer’s choice, specifying the parameters, features and functionality of the results of the requested Service.

1.8.13 The “Service Price” is negotiated in accordance with Act No. 18/1996 Coll. on Prices as amended as a contractual price and consists of the sum of the prices of all individual acts provided as part of the Service. The price of the Service provided, the individual rates are specified in the Provider’s offer and shall be included in the Order. The price shall be subject to the applicable value added tax rate according to the statutory provisions in force at the time of provision of the Service/taxable performance.

1.8.14 “Man-Day” means eight (8) Man-Hours. The abbreviation “MD” is used.

1.8.15 “Man-hour” means sixty (60) minutes of work time. A Man-Hour shall be deemed to include a portion of work time less than sixty (60) minutes, but only if it exceeds thirty (30) minutes.

1.8.16 “Work” means the result of the provision of the Services.

1.8.17 “Provider’s Project Manager” means an employee or a cooperating entity of the Provider, providing the implementation of the Service, fulfilling the Provider’s obligations, whose details shall be communicated by the Provider to the Customer after confirmation of the Order.

1.8.18 “Competent Person” means a natural or legal person who can demonstrate by relevant references experience with the same technology as that used in the Service in question. A relevant reference is considered to be a functional output in the same technology, of a similar scope, not older than 3 years.

1.8.19 “Helpdesk” means the customer care centre through which the Customer makes all requests and notifications to the Provider in connection with the provision of the Service, provides technical support to the Customer and receives the Customer’s claims, complaints, requests and other submissions. The Helpdesk is available to Customers by e-mail at hello@teapot.sk or by telephone at +421 908 788 887, exclusively on Business Days between 09:00 and 17:00. The Provider may also make the Helpdesk services available to Customers in other technically applicable ways.

1.8.20 “Working day” means a day that is not a Saturday, a public holiday or a public holiday according to Act No. 241/1993 Coll.

1.8.21 “Business Hours” means the period from 9.00 a.m. to 5.00 p.m. on Business Days

1.8.22 “Hours of Work” means the time worked during the Hours of Work on a Workday.

1.8.23 “Customer Portal” means the portal operated by.

1.8.24 “Contracting Party” is a separate term for the Customer or the Provider.

1.8.25 “Parties” is a common term for the Customer and the Provider.

1.8.26 “Contract” means a contract for the provision of the Services entered into in the manner set out in clause 2. OP.

1.8.27 Marketing services, ad management, SEO and social networking. In the context of these OPs, marketing services (hereinafter also referred to as ‘Marketing Services’) shall be understood to mean in particular:

a) “Marketing strategy design and/or set-up” is a set of activities comprising any of the following services: in-depth keyword analysis, competitive analysis, segment analysis, preparation of documents, graphic work, media plan design, social media post plan design.

b) “In-depth analysis of keywords and competitors” is a detailed analysis that is created using the marketing tools and know-how of the agency in order to define the situation in the Customer’s segment, identifying keywords and phrases on Google that are relevant to the Customer.

c) “Google Ads, Facebook Ads, Etarget, or other online or offline advertising platforms” (hereinafter referred to as “Ad Campaign Management”) is the setup and optimization of advertising campaigns in marketing tools such as Google Ads, Facebook Ads, Etarget, Bitmedia Network, etc. The setup includes both text and image processing of the design of text and image advertisements. Setup refers to the complete technical and textual setup of campaigns.

d) “Google Ads” is an advertising tool of Google LLC,

e) “Facebook Ads” is an advertising tool of Meta Inc.,

f) “Etarget” is an advertising tool of ETARGET SE.

g) “Web Browser Optimization” (hereinafter referred to as “SEO“) includes all activities, except for the management and setup of advertising campaigns, referred to in Art. 1 clause 3 of this Agreement, related to the optimization of the Customer’s web domain, the purpose of which shall be to increase traffic to the Customer’s website. The activities also include the creation of backlinks, the creation of articles, traffic analysis, communication with third parties such as influencers, web portals, bloggers, etc.

h) “Social media management“, is the regular posting of an agreed number of posts on Facebook, Instagram, Tik-Tok, Twitter, LinkedIn, Snapchat or Youtube. The posts are created on the basis of a post schedule that is created the month preceding the month in which the posts are published. If the Customer wishes to address posts during the month, they must do so at least 14 days prior to the completion of the post plan. If he/she wishes to amend or add to posts already in the post plan, this is extra work which is charged at the agency hourly rate.

(ch) ‘Monthly report‘ means a .pdf, .pptx or web link output containing information on the volume and extent of work performed in the last month. The report is sent at the same time as the invoice for marketing services, for the previous month. The report contains data depending on what marketing services are provided to the client.

i) “Credit” means the financial value paid by the Agency to Google LLC, Meta Inc. or others for running advertising, placing backlinks or articles on their platforms.

i) “Website” means a group of related HTML documents belonging to the Customer which form a closed whole and can be opened and viewed using a web browser once they are available on the Internet;

k) “Copywriting for the Website” means the writing of text for the Website within the Services consisting of the preparation of relevant content for the Website;

l) “Domain” means an element of an Internet address in the Domain Name System (DNS) that allows the Website to be identified by a unique set of alphabetical characters. The Domain referred to in the preceding sentence and its maintenance for the purposes of the Contract shall be provided solely by the Customer;

m) “Newsletter” (hereinafter referred to as “Newsletter“) is a flat email containing HTML code and sent periodically to selected customers or employees of the Customer.

1.8.28 “Work of Authorship” means, in the context of these Terms and Conditions, any original result of the Provider’s creative intellectual activity, expressed in any objectively perceptible form and created in the performance of the Contract and the provision of the Services to the Customer. In particular, but not exclusively, the following shall be deemed to be a Work of Authorship:

a) Computer program: including source code, object code, and all its components, modules, libraries and APIs, developed by the Provider based on the Customer’s requirements within the Agile Computer Program Development Services or Web Application Development Services.

b) Website or application design: graphic designs, layout of elements, visual styles, icons and other graphic elements created by the Provider specifically for the Customer.

c) User Interface (UI) and User Experience (UX): the structure, navigation and interactive elements of a website or application designed by the Provider to optimize the user’s interaction with the product.

d) Databases: structured data sets created, modified or populated by the Provider within the scope of the provision of the Services, if they meet the conditions of originality and creativity pursuant to §88 of the Copyright Act.

e) Documentation: developer documentation, user manuals and other textual materials created by the Provider and related to the Services provided, excluding third party documentation.

f) Other intangible outputs of creative activity: any other intangible results of the Provider’s creative activity which have been created in connection with the performance of the Contract and the provision of the Services and which meet the criteria of originality and creative character under the Copyright Act.

1.8.29 The following are not considered to be Works of Authorship:

a) Standard, freely available components and solutions: such as open-source libraries, frameworks, content management systems (e.g. WordPress, Drupal) or other commonly available software tools used by the Provider in the provision of the Services but not developed by the Provider.

b) Customer-supplied Content: text, images, videos and other materials provided by the Customer to the Provider for inclusion in the Website or Application.

c) Licensed third-party components: components whose use is tied to a third-party license and this license is procured by the Customer or the Provider on behalf and for the account of the Customer.

(d) General concepts and ideas: mere ideas, procedures, principles, methods, discoveries or data that are not expressed in a concrete, perceptible form.

1.8.30 „Accounting“ na účely týchto OP označuje starostlivosť o klienta a projektový manažment, ktorá zahŕňa najmä bežnú komunikáciu, organizáciu stretnutí, prípravu podkladov pre fakturáciu a základné projektové riadenie spojené s plnením Zmluvy.

2. Service contract

2.1 On the basis of clear and specific requirements of the Customer regarding the form of the Work, the scope and choice of the Service(s), the Customer will be sent the Provider’s offer to perform the Services/Work from the email address: patrik@teapot.sk or veronika.budaiova@teapot.sk together with a link to these T&Cs and the offer will be published on the Provider’s Customer Portal on the Customer’s profile. As part of the ordering process, the Customer may be asked to provide his/her details in case they are not verified or listed in the Customer Portal.

2.2 Individual Sprint Orders shall be deemed to be subcontracts governed by the PO, with the content of the subcontracts to be defined by agreement of the parties at the Sprint Planning stage. Subcontracts or Sprint Orders will generally contain definitions of Sprints, time estimates and the amount of remuneration. Individual Sprint Orders can be placed via the Customer Portal or the Project Management System where the scope of tasks and their time duration will be agreed.

2.3 The Customer is advised to check the accuracy and completeness of the data entered in the order before confirming the order. The Provider declares that after the Customer has sent the order, it will not be possible to change or supplement these data.

2.4 The Provider’s offer shall contain at least:
a) specification of the Service/Part
b) specification of the subject of the service
c) identification of the Customer – business name, registered office, VAT ID, VAT ID.
d) identification of the Provider – business name, registered office, VAT number, VAT number, name and surname, e-mail, telephone of the contact person
e) price of the Service/Part (prices of fixed services and prices of hourly rates, prices of licenses of modules that are not included in fixed services)
f) delivery period of the Service
g) invoicing and payment terms

2.5 If the Customer agrees with the offer and the PO, the Customer has the option to accept the Provider’s offer or to order the Service/Part defined in the offer with the obligation to pay for the Service/Part.
By confirming the offer, binding ordering of the Service/Part leads to the conclusion of a contract for the provision of the Service, whereby the Customer confirms that the Provider has clearly and comprehensibly enabled him/her to familiarize himself/herself with the PO, the terms and conditions of the Order, and all material facts relating to the provision of the Service.

2.6 At the Provider’s initiative, the Customer may be requested to send a signed order in scanned form to the e-mail: hello@teapot.sk. The Provider and the Customer agree that the signing of a contract/order or other document issued in accordance with these OP by one party and sending it in scanned form to the other party shall also be accepted between the parties, which shall be considered as a valid act and expression of will of the signing party aimed at the creation, change or termination of those rights or obligations which the legislation associates with such an expression. The signing of the document may also be done by e-signature.

2.7 The Service Contract shall only come into effect upon the payment of the first payment under the offer/contract by the Customer to the Provider on the basis of an invoice issued by the Provider (condition precedent). The term of delivery of the Service is specified in the Contract, if the subject of the Service is a Licence, it is provided for 1 year from the date of conclusion of the Contract, unless otherwise agreed in the Contract.

2.8 The subject matter of the contract on the Provider’s side is the implementation of the Service in accordance with the Customer’s order with the provision of proper cooperation of the Customer, and on the Customer’s side is his obligation to pay the price for the ordered Service.

2.9 Unless otherwise agreed in the Contract, the content of the Service does not include training of the E-shop operator, nor the provision of consultations and analyses, as well as technical support of an operational nature, ensuring the continuous development and modernization of the work delivered as part of the Service, while the provision of source codes is not part of the work delivered as part of the Service – the Customer acknowledges, that the Provider, when implementing the Service according to the respective contract, always proceeds according to the technical possibilities of the given E-shop template on the platform, and thus cannot interfere with the core of the E-shop itself, while during the future use of such work by the Customer, free updates to the core of the E-shop may occur automatically, without the Customer having to approve them (they cannot be rejected).

2.10 Unless otherwise specified in the Contract or the Offer, if the Customer requires operator training, consultation (online, telephone) or analysis that is not part of the agreed price for the Service (as defined in the Offer), the Provider shall charge the Customer for such work on the basis of a separate agreement.

2.11 Pokiaľ nie je v cenovej ponuke alebo v Zmluve uvedené inak, služba „Accounting“ je zahrnutá v cene a obsahuje starostlivosť o klienta v rozsahu dvoch (2) hodín mesačne. Akákoľvek činnosť nad tento rozsah, ako aj samostatne vyžiadané videohovory, osobné stretnutia alebo vypracovanie špecifických reportingových podkladov nad rámec bežného Mesačného reportu (definovaného v čl. 1.8.27 ch), sú účtované hodinovou sadzbou Poskytovateľa podľa platnej cenovej ponuky.

2.11 The contract is concluded on the basis of the Customer’s individual requirements. The provisions of the PO shall apply to the contractual relationship established by the Contract, unless the parties have expressly agreed otherwise in writing.

3. Performance of the Services

3.1 Delivering agile computer program development services

3.1.1 In the case of the Agile Computer Program Development Service, the Customer arranges the dates of individual Sprints with the Provider’s project manager, depending on the availability of free dates on the Provider’s side.

3.1.2 The Sprint execution is preceded by a Sprint planning phase in which the Sprint objective is agreed based on the Customer’s requirements.

3.1.3 The Customer is obliged to assign tasks to the Provider within the Sprint in such a scope to fully utilize the work team in a given Sprint, i.e. at least in the scope of 40 man-hours/week per allocated person, unless the Parties agree otherwise for a given Sprint, while up to 15% of the time of this scope may consist of administrative and non-programming tasks (standups, meetings, demos).

3.1.4 The Customer shall have no legal right to have work performed outside of the agreed Sprints.

3.1.5 Immediately, but no later than within 10 working days, after the completion of each Sprint, the Provider shall electronically transfer the computer program or part thereof to the Customer for inspection.

3.1.6 The Provider shall draw up reports on the actual work carried out, which shall be handed over to the Customer. The Customer undertakes to accept these partial performances and to acknowledge their acceptance.

3.1.7 The Provider is obliged to deliver with the result of the Work (computer program) also the development documentation in Slovak language contained in the source code, which will describe only the more extensive and unclear functionalities. If the Work/computer program includes an API interface, the documentation shall also include API integration documentation.

3.2 Performance of Web Application Development Services

3.2.1 In the case of the Web Application Development Service, the Provider undertakes to perform the work/provide the Service within the period agreed in the order.

3.2.2 The Provider shall deliver to the Customer the result of the performed Services in the milestones agreed in the Order, to which the invoicing of the remuneration, its respective part, is linked.

3.3 Performance of the Services generally

3.3.1 Upon delivery of the Sprint/Part of the Work, a trial period of 7 days shall commence for the Customer, but in the case of Sprints no longer than until the next Sprint is delivered, to inspect and claim defects in the delivered result of the provision of the Service. Unless the Customer within the said period fails to complain within the said period of time, with the exercise of ordinary care, of any detectable defects in the part of the Service delivered, the part of the Service delivered shall be deemed to have been performed and accepted without defects or deficiencies. This is without prejudice to the Customer’s right to comment on normally undetectable defects and deficiencies in the Production Phase.

3.3.2 The Service as a whole shall be deemed to be completed upon delivery of the final product to the Customer’s server, or electronically and accepted by the signing of a written protocol of acceptance of the completed Work by the Parties. The written protocol of acceptance of the completed Work shall specify the degree of completion of the Work, the functionality of the Work and any shortcomings and defects of the Work found upon handover, without prejudice to the provision of clause

3.3.1 OP. The Customer is not entitled to raise objections to the shortcomings/defects of the work at the handover of the entire work, which he had the opportunity to raise in accordance with clause 3.3.1 of the OP, i.e. at the acceptance of the part of the Service. The handover of the Work/Service may also be made only on the basis of the Provider sending the Customer a written report on the performance of the Service indicating which works from the Order have been performed, handed over and uploaded to the server. In the event that the Provider does not object to the Protocol so sent within 7 days of its dispatch, the Protocol shall be deemed to have been approved without reservation and the Work completed.

3.3.3.3 The deadlines for performance agreed by the Contracting Parties shall be extended by the days in which it is not possible to continue the performance of the works for reasons caused by unforeseeable events not caused by the Provider, which are beyond the Provider’s control (force majeure as referred to in Article 9 of the OP), or due to non-payment of the agreed remuneration, or a part thereof, within the set deadlines and the necessary time according to the Provider’s capacities. In the event that the Provider is not able to continue with the execution of the works/Services due to reasons on the part of the Customer (failure to provide cooperation, e.g. failure to carry out the required inspection of the works, failure to approve the inputs, outputs, etc.), the Provider shall not be obliged to provide the requested assistance.), the deadline for the performance of the Service/Work shall be extended by the necessary time according to the Provider’s capacity (the time during which the Provider’s programmer designated for the project/Service will not be available for the performance of the Service for reasons such as the start of work on another project, other services – excluding downtime), but no more than 3 weeks for each case.

3.3.4 In the event that the Customer fails to pay the required deposit or the invoiced implementation of part of the performed Services within the due date, the Provider shall be entitled to discontinue the performance of the Services. For the avoidance of doubt, the interruption of the performance of the Services is not a delay on the part of the Provider and the performance deadlines are extended by the given period of time with the appropriate application of clause 3.3.3 of the OP, i.e. until the time of the extension of the performance deadline, the Provider’s capacities are taken into account, the possibility to perform again the work on the Service ordered by the Customer is taken into account.

4. Retribution/price

4.1 The total price of the Services is based on the sum of the price of the Services and the price/remuneration for additional work not included in the Service/Sprint.

4.2 The Remuneration does not include the Provider’s costs for the procurement of third party computer program licenses, unless their procurement is explicitly stated in the offer/order, procurement of services, components, server rentals and other out-of-pocket expenses incurred by the Provider in connection with the implementation of the Service after prior approval by the Customer.

4.3 In the case of the Agile Computer Program Development Service, the price of the Service, the price for the execution of Sprint(s) in a certain period of time, is set as a multiple of the hourly fee and the scope of work according to the estimation before the Sprint starts, or the report of real time logs of the programmers involved in the Agile Development Service, if it was not possible to determine the exact estimation in advance in the Tasks.

4.4 In case of additional extraordinary work outside the agreed sprint date/outside the scope of the Service, the rate for such work is set in EUR without VAT/hour in the offer.

4.5 As part of the price, the Provider shall perform a check of the input data format in one round when integrating Customer supplied and 3rd party sources. The Provider is not responsible for the content of the input data and does not perform content checking, the Customer is fully responsible for the content of the input data as well as the data of the Work/Service itself. Repeated delivery of input data in an insufficient format by the Customer, which has been defined by the specification, documentation or functional example, shall be grounds for suspension of the work, extension of the performance deadline in accordance with clause 3.3.3 of the OP and grounds for increasing the price of the Work/Services by the hourly rate for extra work depending on the number of hours required to perform the given modification (extra work).

4.6 The Provider is subject to VAT. Value added tax will be applied to the price excluding VAT in accordance with the relevant legislation in force at the time of the tax liability

4.7 The Provider shall have the right to increase the price of the Services by an amount that covers the increased costs reasonably incurred by the Provider for the performance of the Services, provided that the following conditions are met:
a) the Provider credibly proves that it did not calculate such costs in advance due to the lack of information on the part of the Customer,
b) such costs above the established price are causally related to the performance of work on the Work/Service and the lack of information from the Customer.

4.8 If the Customer does not agree with the increase in the price of the Services for the reasons set out in this Article of the OP, the Provider shall have the right to withdraw from the Contract. Upon withdrawal from the contract by the Provider in this case, the Customer’s right to reimbursement for the work already performed on the Work/Service shall cease, in which case the Customer shall be entitled to obtain all the rights that would have accrued to the Work/Service according to the contract, or to the part of the work that has been performed up to this point. The Provider shall be entitled to payment of an aliquot part of the price of the Service/Work which it has performed up to that moment.

4.9 The basis for payment of the price of the Service/Part or part thereof shall be an invoice issued by the Provider in accordance with the terms and conditions set out in the Contract/OP.

4.10 The price for the Services will be invoiced after the end of the trial period of each part of the Service/Work.

4.11 The invoice is due for payment 14 days after delivery of the Service, part thereof. The Customer shall pay all payments for the Service by wire transfer to the Provider’s account. The invoice shall be deemed to be paid on the date the payment is credited to the Provider’s account, otherwise the Customer shall be in default.

4.12 In the event of only partial performance of the Service, the Provider shall be entitled to an aliquot part of the remuneration/price for the performance of the Service.

5. Rights and obligations of the Provider

5.1 The Provider shall be obliged to perform the Work/Service in a quality consistent with the purpose of the Contract, relevant legislation and binding standards, in accordance with the terms of the Order.

5.2 The Provider is obliged to warn the Customer in advance of any possible non-conformity of the software, which could have been foreseen with the exercise of ordinary professional care (e.g. from the nature of the system, public information or third-party components/systems used), or other components supplied to it by the Customer with the software or components used by the Provider and which are necessary for the execution, completion or modification of the result of the Service/the execution of the Work. The Provider shall do so whenever the use of such components or software would impair the functionality, level or quality of the Service.

5.3 The Provider shall have the right to interrupt the performance of the Work/Service if the Customer is in default in the performance of an obligation arising from the Contract or the law, even without prior notice or warning. During the period of the Customer’s delay, the Provider’s period of performance of the Work/Service shall not expire. Paragraph 3.3.3 of the OP shall apply to the extension of the time limit for performance.

5.4 The Provider shall have the right to use the simplest and cheapest possible technical solution of the Service in case of an unspecified Customer’s request. A specification is deemed to be a purchase order or a binding full description of the Service or a final graphic design.

5.5 Taking into account the requirements of the Service/Work, the Provider may propose suitable modules to the Customer for incorporation into the result of the Service/Work. In order to speed up the implementation of the Services, the modules selected by the Customer shall be purchased by the Provider on behalf and for the account of the Customer, and the consideration for their provision/purchase shall be included in the price of the Services, unless otherwise agreed. The procurement of modules other than those in the Provider’s proposal, offer based on the Customer’s request is not included in the price of the Services. The Provider shall not be responsible for the functionality and performance of the modules and extensions supplied by 3rd parties for incorporation within the Services/works provided. Defects of modules, parts of the Services from third parties within the meaning of their license or warranty conditions shall be claimed by the Customer exclusively against the suppliers/manufacturers of these modules, parts. In the event of a problem with the use of modules and extensions from 3rd parties, the resolution of which will require time, which will also affect the delivery date of the Services, the Provider shall be entitled to deliver the subject of the contract with the module in the condition in which it was delivered by the third party or may replace the module at an additional cost for the replacement of the module after approval by the Customer and the related work.

5.6 The Provider is entitled to:

5.6.1 transfer the rights and obligations under this Agreement to a third party. In such case, the Provider shall inform the Customer of the transfer and the Customer may not refuse the transfer. The new Provider shall be bound by all the provisions of this Agreement and the OP, including the granted License. The transfer of contractual rights and obligations shall not affect the Provider’s right to payment of the price for the Services already performed. The transfer of contractual rights and obligations is possible only after the Customer has proven payment of all obligations to the Provider.

5.6.2 introduce additional means of protecting the Service where necessary to enhance its protection or for the protection of the Customer, unless the introduction of such protection will incur additional financial costs to the Customer or the Customer has agreed to such additional costs or has requested the introduction of the additional means of protecting the Service;

5.6.3 invoice additionally those items of the Service which, for technical reasons or due to an additional order by the Customer, could not be included in the invoice issued for the period in which they were provided;

5.6.4 inform the Customer about products related to the Service and other activities of the Provider by e-mail or other appropriate means; such information shall not be considered spam;

5.6.5 unilaterally modify or change the functional or technical specification of the Service, or improve the user interface of the Service, provided that such modification, change or improvement is in accordance with the latest professional knowledge in the relevant field or indisputably contributes to the user experience when using the Service;

5.6.6 refuse to provide the Service to the Customer if the provision of the Service to the Customer has previously been suspended or the Provider or another provider operating in the same industry has withdrawn from the Contract due to the Customer’s repeated or serious non-performance of its obligations.

6. Customer’s rights and obligations

6.1 The Customer is obliged to deliver all supporting materials, its individual, special requirements, to specify its requirements for the Services that might conflict with the official system specification or graphic design (visual, audio, or audio-visual material, texts, labels, images, programs, or presentations) in the appropriate quality, to clearly and comprehensibly specify the tasks and their relative priorities, at least 3 working days before the agreed start of the implementation of the Services/Sprint. Delivery of materials, requirements or requests of the Customer’s project manager that do not change the scope of the Services/work according to the contract, the Customer is entitled to perform also in the course of the implementation of the Services, however, before their actual implementation, after their implementation they will be extra work. Requirements beyond the scope of the Services (e.g. changing the scope of the Services or required after the performance of the Services, part thereof) shall be ordered by the Customer additionally from the Provider. In the event that requirements beyond the Services are not properly ordered, the Provider shall not perform such requirements. Failure to perform the given unordered requirements shall not be considered a breach of duty on the part of the Provider.

6.2 The Customer is obliged to provide immediate assistance to the Provider upon the Provider’s request. The Customer shall not be entitled to reimbursement of costs in connection with the provision of assistance to the Provider regarding the implementation of the Service/Part.

6.3 The Customer is obliged to deliver additional materials and information related to the provision of other services/performance of the Work, contracts with third parties affecting the work on the Services/Work (e.g. information on web hosting, etc.) without delay.

6.4 The Customer is obliged to deliver only such supporting materials for which the author has consent for their use, or the Provider is not liable for the use of such materials, and in the event of damage or claims against his person by third parties, the Customer is entitled to their payment by the Customer.

6.5 The Customer shall have the right to inspect the content and functional part of the Services / Work until the time of acceptance of the Service, taking into account the provisions of the OP concerning partial inspections.

6.6 In the case of the Agile Computer Program Development Service, the Customer is advised to include in the Sprint Order/Specification the programming of automated tests of the Computer Program for at least 10% of the total development time of the Computer Program. The Provider draws attention to the need to program automated tests especially for key features of the Work. Otherwise, the Provider shall not be liable for damages related to the failure to perform the tests or the absence of documentation.

6.7 The Customer shall have the right to have the Estimate (estimate of the Scope of Work) checked by a competent person prior to the commencement of the Sprint.

6.8 The data, data contained in the Service/Share is the property of the Customer in its entirety.

6.9 The Customer is obliged to use the Services in accordance with the laws of the Slovak Republic, the Order and any instructions and instructions of the Provider.

6.10 In the event that the Provider is imposed any fine or other sanction by any authority, body, institution for the content or use of the Work/Service by the Customer, the Customer undertakes to pay such fine, sanction and, in the event that it has already been paid by the Provider, to reimburse the Provider for its payment.

6.11 The Customer acknowledges that during the migration or production of the E-shop, the final design within the predefined templates may have a deviation of approximately 10% (e.g. a button may be moved by 1 pixel in a different place), i.e. minor cosmetic errors that do not impede operation and which are not considered defects.

7. Liability for defects in the Service – Claims

7.1 The rights and obligations of the contracting parties with regard to rights arising from defective performance shall be governed by the relevant generally applicable law (in particular Sections 1914 to 1925 CC). The parties agree that remediable defects shall only be resolved by repair.

7.2 The Provider is obliged to proceed in the provision of the Service in such a way as not to cause property or non-property damage to the Customer. In the event of such damage, the Provider shall not be liable to the Customer.

7.3 The Provider shall not be liable and the Customer expressly waives claims for defective performance and damages in advance:

7.3.1 which are caused by reasons beyond the Provider’s control, in particular due to malfunctioning of technical equipment, operating system or network, or damage caused by updating the E-shop kernel, third-party programs or their updates that run concurrently with the software supplied by the Provider;

7.3.2 caused by the non-functionality of the linking of the E-shop and the Provider’s products with third party products (e.g. functionality and visual appearance of external add-ons);

7.3.3 caused by the Customer (in particular by the Customer’s failure to perform its obligations) or by any reason on its part, including its technical equipment, a third party or force majeure;

7.3.4 due to the extension of implementation for any lost profits; and

7.3.5 arising from infringement of intellectual property rights caused by the Customer.

7.4 For the avoidance of doubt, if, after the Work has been handed over, there is any damage (e.g. disconnection of individual modifications supplied as part of the Service) for the reasons set out in clause 7.3(A) above, this is not a defect in the Work/Service and the Provider is not obliged to remedy it under the warranty. The Provider shall only be obliged to remedy such defects if a separate contract has been concluded for their removal and modification of the Work.

7.5 If third-party software is part of the Work, it is assumed that this software is supplied by the Customer, unless otherwise expressly stated in the Contract. The Customer warrants that it has the necessary license to this software to the extent necessary for the operation of the software and the performance of the intent. Defects in third-party software supplied by the Customer shall not be deemed to be defects covered by the warranty. All costs associated with third party software shall be borne by the Customer.

7.6 The Customer also acknowledges that during the migration or production of the E-shop, the final design within the predefined templates may have a deviation of approximately 10% (e.g. a button may be moved by 1 pixel in a different location), i.e. minor cosmetic errors that do not impede operation and which are not considered defects.

7.7 In the event that the Provider is obliged to arrange for the removal of defects due to a defect in the Work/Service within the trial period after the handover of the Work for reasons on its part, it shall be obliged to arrange for the removal of such defect within the response period. For the purpose of determining the response time, the classification of individual defects according to their severity shall be decisive.

Error severity category:

Critical Disorder/Functional Service:

1. A situation where an e-shop stops working and such a situation can result in the loss of customers who cannot complete their purchase;
2. situations where customers cannot complete their orders in the e-shop due to technical errors such as broken buttons;
3. Situations in which there are problems in communication between the e-shop and the ERP system, leading to incorrect processing or loss of orders.
4. Situations in which there are problems in the pricing of products.

Serious disorder:

1. Situations where the e-shop works but some parts or functions are limited – e.g. slow page loading, errors when filtering products or temporary unavailability of some functions.

Minor mistake:

1. Situations where the e-shop works without major limitations, but some minor problems can reduce the user experience or the efficiency of the operation (e.g. errors in the graphical display, unclear product descriptions.

7.8 The rights and obligations of the parties in connection with rights arising from defective performance shall be governed by the applicable generally binding provisions of the Commercial Code. The Parties agree that remediable defects shall only be resolved by repair.

7.9 Requests to change, update or modify the content of the Service, program or software or changes to presentations, photographs, audio or audio-visual recordings will be treated as a new order for a change or modification of the Service with the need for pricing of the work by the Provider.

7.10 The Provider is not responsible for the content, use of the Services by the Customer, nor for the truthfulness and timeliness of the information displayed on them, this responsibility is borne by the Customer.

7.11 The Provider is not responsible for the data stored, contained in the Service, or for the content of the Service after the Service has been handed over. For the avoidance of doubt, the Parties state that the Provider is not the operator of the server (operated at the Customer’s expense directly to the Customer) on which the Service is stored.

7.12 The Provider is not liable for damages caused by loss or damage to stored data. The Customer is obliged to perform regular backups of the databases and source code of the result of the Service. During the performance of the Service, the Customer shall ensure protection against data leakage by ensuring the confidentiality of its employees involved in the work by signing a confidentiality agreement.

7.13 The Customer acknowledges and agrees that:

a) on the date of handover of the Work, assumes full responsibility for its operation, maintenance and management

b) is obliged to ensure qualified service and regular maintenance of the Work by a professionally qualified person at his own expense

c) is obliged to ensure regular data backup and monitoring of the system functionality

d) all changes, updates and modifications to the system after handover of the Work shall be made at his own responsibility and risk

e) in case of interest for additional modifications, support or service by the Provider, it is necessary to conclude a separate service contract

The Provider may, by special agreement, provide the Customer with system support and maintenance services even after handover of the Work, however, the scope and terms of such services must be regulated in a separate contract.

7.14 The Provider is normally responsible for the cybersecurity of the Service until it is handed over, thereafter cybersecurity is ensured by a suitable and updated server and computer program updates, which, unless otherwise specified in the Order, are not part of the Service.

8. Computer program property rights and licenses

8.1 If in connection with the performance of the Contract an author’s work (hereinafter referred to as “author’s work”) within the meaning of Act No. 185/2015 Coll.z on copyright, rights related to copyright and on amendment and supplementation of certain acts (Copyright Act) (hereinafter referred to as the “Copyright Act”), the Provider declares that it has all the rights necessary for the performance of the Contract, including the GTC and its obligations arising therefrom, and the Provider hereby grants the Customer the right to exercise the right to use the Copyright Work in its original form and in the form in which it was subsequently modified by the Provider, on a non-exclusive basis, in accordance with §185/2015 Z.z:

8.1.1 for an indefinite period of time, provided that the Customer pays all payments invoiced under the Contract including. Terms and Conditions;

8.1.2 without territorial restrictions;

8.1.3 for the manner and purpose of use in accordance with the Contract, including. GTC;

8.1.4 The Customer shall not be entitled to sub-license and/or assign the right to use the Copyright Work to any third party without the prior written consent of the Provider. The Provider reserves the right to withdraw this consent at any time. In the event that the Provider grants the Customer consent to sublicense or assign rights, the Customer shall remain fully responsible for compliance with all terms and conditions of this Agreement and the TOU. This restriction shall not apply where the Provider makes a transfer of contractual rights and obligations pursuant to clause 5.6.1.

8.2 The Customer may not reproduce, distribute, communicate in any way to third parties, modify, alter, supplement, combine with other content or create derivative works based on the Content, except with (A) the prior written consent of the Provider, (B) the connection of external applications or systems through the given capabilities of the respective Platform (e.g. Shoptet Private API) and (C) the communication of the visual display of the E-shop to third parties for the purpose of promotion of the E-shop. The Provider will not provide the Customer with the source code of the content constituting the Copyright Work and the Customer agrees not to attempt to obtain it in any way (e.g. by reverse analysis or recompilation).

8.3 Unless otherwise specified in a specific case or unless otherwise specified in a specific agreement, the fee for the provision of the First E-Shop License is included in the price. The fee for the provision of the Second E-Shop Licence and each subsequent E-Shop Licence or variation thereof shall be 10% of the price of the Work/Service.

8.4 In the event that a database within the meaning of Section 88 of the Copyright Act is created in the performance of the Contract, the rights of the acquirer to such database shall belong to the Provider pursuant to Section 89 of the Copyright Act.

8.5 Both the Provider and the Customer are obliged to maintain confidentiality of all facts which have come to their knowledge in the course of cooperation under the Contract and which constitute its content, and of information which the Parties communicate to each other or otherwise arise from the performance of the Contract or from the business activities of the Parties and the disclosure of which to a third party could cause damage to the other Party (content entered by the Customer or other information of a commercial or business-useful nature) (hereinafter referred to as “Confidential Information”).

8.6 Confidential Information for the purposes of the Contract including. GTC constitute trade secrets of the parties pursuant to § 17 – § 20 of the Commercial Code.

8.7 The disclosure of Confidential Information to a legal, tax, accounting or other advisor, auditor and, in the case of the Provider, to a subcontractor, provided that they are bound by the same confidentiality obligations as agreed in the Contract, including the GTC, or to a public authority authorised to do so by law, shall not be considered a breach of the confidentiality obligation. In all other cases, the disclosure of information of a confidential nature shall be subject to the consent of the other Party, unless the Contract, including the Contract or the GTC, applies to it.

9. Higher Power

9.1 For the purposes of the GC, force majeure shall be deemed to be extraordinary, unforeseeable and objectively unavoidable circumstances which do not originate in the internal circumstances of the Contracting Party concerned and which prevent it from fulfilling its obligations under the Contract if they occur after the conclusion of the Contract; e.g. measures taken by public authorities in a state of emergency, in particular in connection with the spread of a pandemic, to the extent that it could not have been foreseen at the time of the conclusion of the Contract, natural disasters, war, mobilisation, etc.

9.2 A Party that is prevented by a force majeure circumstance from fulfilling its obligation and wishes to invoke force majeure shall immediately notify and prove the occurrence of such a circumstance in writing to the other Party and give detailed reasons (to the extent, to the extent that it can reasonably be required to do so), how it is prevented from performing the particular obligation(s) and when it expects the Force Majeure to be overcome, no later than seven (7) calendar days after it becomes aware of the Force Majeure. The Party affected by the force majeure shall furthermore be obliged to inform of the removal of the obstacles caused by the force majeure (in whole or in part).

9.3 The Parties agree that a Party that is unable to perform its obligations under the Contract in a timely manner due to Force Majeure shall not be deemed to be in default (breach of duty) to the other Party.

10. Termination of Contract / Orders

10.1 The Contract/order shall terminate:
a) by mutual written agreement
b) by written withdrawal from the Contract/order,
c) by termination of the Provider or the Customer without legal successor

10.2 The Provider is entitled to withdraw from the contract/order for the following reasons:
a) The Customer is in arrears with the payment of the consideration for more than 15 days,
b) the Customer is in delay in providing the necessary cooperation for more than 15 days,
c) the identification data provided by the Customer in the contract/order are proven to be false; the provision of false data shall not be deemed to be the provision of false data if the Customer omits to notify the Provider of the change of data;
d) The Customer is insolvent, in particular if a petition for bankruptcy has been filed against its assets, bankruptcy has been dismissed for lack of assets, if the Customer has been placed under receivership pursuant to special regulations or if the Customer has entered into liquidation
e) The Customer has repeatedly or seriously violated its obligations under the OP
f) Without giving any reason by sending an e-mail to the Customer’s e-mail address. The Customer’s email is understood as the email by which the Customer has communicated with the Provider by default (more than once). In this case, the notice period is 30 days from the sending of the email
g) for other reasons set out in the OP or the Commercial Code.

10.3 The Customer is entitled to withdraw from the contract/order for the following reasons:
a) The Provider is in delay with the performance of the Service for more than 30 days,
b) The Provider interrupts the performance of the Service for more than 30 days (immediately consecutive) in violation of the PO,
c) Without giving any reason by sending a written withdrawal from the contract/order sent using a postal courier. Termination is valid for 3 months from the date of receipt of the withdrawal/order. Delivery shall be valid on the first calendar day, of the calendar month immediately following the calendar month in which the cancellation was delivered to the other party, whereby the delivery must be accepted by the Provider or a fiction of delivery must be applied.
d) Other reasons provided for in the OP or the Commercial Code.

10.4 Withdrawal from the Contract terminates the Contract and therefore all rights and obligations of the Parties under the Contract shall cease. However, withdrawal from the Contract shall not affect the right to payment of the pro rata part of the originally agreed price which the Customer is obliged to pay to the Provider for the work performed to date.

10.5. Unjustified restriction of access and contractual penalty:

10.5.1 In the event that the Customer restricts or cancels the Provider’s access to advertising, analytics, management or other accounts, tools or systems (hereinafter referred to as “Advertising Tools”) that are necessary for the proper performance of the Services by the Provider, without the Provider’s prior written consent or without complying with the agreed notice period, such action shall be deemed to be a material breach of the Contract prior to the proper termination of the Contract/Order.

10.5.2 Unauthorized restriction of access shall be deemed in particular, but not exclusively: a) Withdrawal of the Provider’s access rights (logins, roles, permissions) to the Advertising Tools. b) Changing the access passwords to the Advertising Tools without the Provider’s knowledge and consent. c) Blocking the Provider’s access to the Advertising Tools in any other way. d) Any other action of the Customer that prevents or substantially hinders the Provider’s access to the Advertising Tools and thus the proper performance of the Services.

10.5.3 As a result of the unauthorized restriction of access pursuant to clauses 10.5.1 and 10.5.2, the Provider shall incur damages and costs, consisting in particular, but not limited to:
a) Loss of control over the Advertising Tools, including the risk of misuse of these tools by third parties.
b) The risk of unauthorized use of funds from the Provider’s payment methods, if these are linked to Advertising Instruments.
(c) Costs associated with blocking payment cards and changing payment details (if applicable).
d) Loss of access to historical data, advertising campaign settings and other relevant information necessary for the performance of the Services.
e) The cost of immediately stopping ongoing advertising campaigns, if technically feasible, and ensuring continuity of service for other clients if they are affected.
f) The loss of time and labour of the Provider’s employees in the preparation, launch and management of campaigns, which becomes unnecessary or substantially more difficult.
g) The Provider’s lost potential profit from the proper completion and administration of the Campaigns.
(h) The cost of rescheduling work, redeploying resources and dealing with the consequences of unauthorised access restrictions.
i) Damage to the Provider’s reputation with providers of Advertising Tools and other clients.
j) Costs associated with dispute resolution and legal protection of the Provider.

10.5.4 With regard to the damage and costs incurred pursuant to clause 10.5.3, the Provider is entitled to demand from the Customer a contractual penalty in the amount of EUR 2000 (in words, two thousand euros) for each individual case of unauthorized restriction of access to the Advertising Tools.

10.5.5 The contractual penalty pursuant to clause 10.5.4 shall constitute reasonable compensation for the damages and costs incurred, and its application shall be without prejudice to the Provider’s right to full compensation for damages in excess of the amount of the contractual penalty.

10.5.6. The Customer undertakes to pay the contractual penalty within 7 days of receipt of the Provider’s written request.

11. Obligation of confidentiality

11.1 The Provider is obliged to maintain confidentiality about the facts that it has learned from the Customer during the performance of the Service. The said facts may not be communicated or otherwise disclosed to third parties, except to persons who are jointly involved with the Provider in the performance of the subject matter of this Agreement, in which case the Provider is obliged to ensure their confidentiality to the same extent as that of the Provider.

11.2 The Provider is entitled to use the Customer’s business name and logo in the Provider’s references, including publicly available information (textual and pictorial) about the project and its features only in a positive sense.

11.3 The parties are obliged to maintain confidentiality regarding details of the cooperation, sources of materials, remuneration, payment terms and financing which are not publicly available or not permitted to be disclosed by these terms and conditions. This restriction does not apply even if the applicable legislation of the Slovak Republic requires their disclosure.

11.4 The Provider is entitled to include its signature in the footer of the delivered work in the following scope – short text, company name, logo and a link to the Provider’s website.

11.5 In order to comply with the confidentiality obligation, the Provider and the Customer may enter into a special confidentiality agreement (NDA).

12. Change of Service and change of OP

12.1 The Customer is entitled to request the Provider to change, expand or narrow the Service at any time, unless it is a one-off Service that has already been provided. The Provider is obliged to comply with the Customer’s request without delay, no later than at the beginning of the next stage of the Service implementation, unless this is prevented by serious technical, technological or legal obstacles and the Customer has paid all monetary obligations to the Provider.

12.2 Any amendments or additions to the contract or order may be made by a new order.

12.3 The Provider is entitled to unilaterally change the PO and the Price List. The agreement on the change of the Price List and the OP shall be deemed to be validly concluded at the moment of the first use of the Service under the effectiveness of the changed Price List of the Service and the OP. The change of the OP must be notified to the Customer by e-mail or through the administration interface of the Service. The Customer must be notified of the change in the Price List only in the event of an increase in the Price, and at the latest when the invoice for the other parts of the Service is issued. Proper notification of a change to the OP or the Price List shall also be deemed to be the publication of a notice on a prominent place on the Provider’s website and the simultaneous sending of a notification of this change to the Customer’s email inbox
, indicated in the order. A reduction in the Price may only be announced by publication on the Provider’s website.

12.4 A change to the PO or the Price List shall be deemed to have been notified on the date of delivery of the written or electronic notice to the Customer. In disputed cases, unless delivery can be proven, the change shall be deemed to have been notified on the date of sending the notice of the change to the OP to the last known email address provided by the Customer in the administration interface of the Service as the contact email address.

12.5 In the event that the Customer does not agree with the change of the OP or the Price List of the Service, the Customer shall have the right to withdraw from the Contract/order by delivering a written notice of withdrawal no later than 1 month from the date of notification of the change of the OP or the Price List. The legal effects of withdrawal from the contract/order shall take effect on the date of delivery of the written notice of withdrawal to the Provider.

13. Method of communication

13.1 Communication between the Parties shall be by the following methods:
a) in writing,
b) by email,
c) through the project management system.

13.2 The Parties are obliged to use only written form of communication for the change and termination of legal relations between the Parties.

13.3 All documents sent to the Parties shall be delivered to the address specified in the Contract/order, unless the Parties notify each other in writing of a different delivery address.

13.4 Delivery of a document shall also be effective if:

13.4.1 the Party has failed to notify a change of address to which a document is to be sent and the Post Office subsequently returns the document to the sending Party as undeliverable on the date such document is returned to the Party; or

13.4.2 the service of the document has been frustrated by an act or omission of the party to whom the document was addressed on the date on which such act or omission occurred; or

13.4.3 the Party refuses to accept the document on the date of the refusal to accept the document; or

13.4.4 the consignment has been returned to the sender as undelivered on the date of return of the undelivered consignment. On that date, the substantive legal effects of the legal act to which the delivery relates shall arise.

13.5 All other communication between the Parties, including the sending of invoices, reports and approval of work performed, shall be by e-mail.

13.6 Control of the work carried out will be carried out in the project management system. In the project management system, the Customer will have a systematic overview of the ongoing performance of the work on the Service.

13.7 Immediately after the conclusion of the contract/acceptance of the order, the Provider shall create a user account for the Customer in the project management system and notify the Customer of the login name, password and login method/link.

14. Choice of law, dispute resolution

14.1 All rights and obligations of the Parties, including both substantive and procedural relations, shall be governed by the laws of the Slovak Republic regardless of the legal form of the Parties and their domicile. The competent court for the adjudication of all disputes arising out of or in connection with this Agreement shall be the Municipal Court Bratislava II.

14.2 Legal relations (rights and obligations) between the Provider and the Customer, who is an entrepreneur and acts within the scope of his/her commercial or other business activity, which are not regulated in these OP, shall be governed by the provisions of the relevant legislation, in particular the provisions of Act No. 513/1991 Coll., the Commercial Code, as amended.

14.3 The Parties agree that in the event of any dispute arising from any legal relationship arising from the contract concluded between them and legal relationships arising from and related to it, each Party is entitled to assert its claims in a general court in accordance with the relevant provisions of Act No. 160/2015 Coll., the Civil Procedure Code, as amended.

15. Liability of the Parties

15.1 The subject of the Provider’s Services is not the control of the content of the Services delivered by the Customer. The Provider is not responsible for the content of the Services, processed, made available and published on the basis of the provision of the Provider’s Services according to the OP to the Customer. The Customer shall not be liable for the Provider’s actions unless such actions were taken at the request, instruction or in the interest of the Customer. Such request or instruction may be given in writing, electronically via a project management system, by email, telephone or other similar demonstrable means.

15.2 Each of the Parties shall only be liable for actual damage to tangible property caused by the proven fault of the other Party, in accordance with the provisions of the Commercial Code and the Civil Code, up to a maximum of 50% of the value of the order/work contract.

15.3 The Provider may compensate or reduce any damage for which the Provider is liable by providing the Service in an amount equal to the amount of the damage.

15.4 The Provider shall not be liable for any damage or loss of profit resulting from interruption of the provision of Services pursuant to the Order or the PO.

15.6. In the event that the Customer fails to pay the obligations to the Provider, even after repeated written notice sent to the email or postal address specified in the header of this Agreement, the Provider shall be entitled to interest on late payment at the rate of 0.12% per day. The right to damages shall not be affected.

16. Final Provisions

16.1 The Order/Contract shall come into force and effect upon acceptance by the Provider.

16.2 The invalidity of any provision of the Purchase Order/Contract or the PO shall not affect the validity of any other provision of the Purchase Order/Contract or the PO if such provision is severable. The Parties undertake to replace, where appropriate, the invalid provision without undue delay by a provision which most closely approximates in content and purpose the purpose of the invalid provision.

16.3 The Order/Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, promises, notices, representations or warranties, whether written or oral, relating to the same Service, unless otherwise agreed in writing by the parties.

16.4 In the event that the contractual arrangements between the parties set out in the contract/order conflict with the provisions of the PO, the provisions of the contract/order shall prevail over the provisions of the PO.

16.5 The Contract/order and the PO shall be drawn up and concluded in the Slovak language. If they are signed in a foreign language, the Slovak version shall prevail.

16.6 A natural person who concludes an order/contract on behalf of a legal person as the Customer is personally liable for all legal consequences and damage caused, unless he/she was authorized to act for the Customer-legal person or unless the Commercial Code in force in the Slovak Republic stipulates otherwise.

16.7 The PO entered into force and effect on 1.4.2024.