These Terms and Conditions are governed by the laws of the Slovak Republic. The contracting entity is Teapot s.r.o., registered in the Slovak Republic.
1. Introductory Provisions
1.1 Teapot s.r.o., with its registered office at: Pri Zvonici 29, 821 04 Bratislava, registered in the Commercial Register at the District Court Bratislava I, Section: Sro, File No.: 111832/B, Company Registration No. (IČO): 50349686 (hereinafter referred to as the "Provider") is engaged in providing agile software development Services, web application development Services, and other related Services (hereinafter individually referred to as a "Service" or collectively as "Services") in accordance with the business activities recorded in the commercial register, under the conditions set out in the following provisions (hereinafter referred to as the "Terms and Conditions" or "T&C").
1.2 The subject matter of the T&C is primarily the regulation of the mutual rights and obligations of the Provider and the Customer in connection with the provision of Services. The T&C form an integral part of the Agreement concluded between the Provider and the Customer.
1.3 These T&C apply exclusively to the provision of the Services described herein and, together with all other written contractual documents and oral arrangements concluded between the Provider and the Customer, define the content of the contractual relationship between the Provider and the Customer.
1.4 Terms and expressions defined or used in the T&C shall apply and have the same meaning in all contractual legal relationships between the Provider and the Customer relating to the Services, unless otherwise required by generally binding legislation or expressly agreed in writing by the Parties.
1.5 By placing an Order, the Customer confirms that they have familiarised themselves with the content of these T&C.
1.6 The Customer acknowledges that the Provider provides Services in accordance with its knowledge and technical capabilities, as well as those of its subcontractors, at a quality corresponding to generally recognised standards for Services provided to Customers in similar legal relationships with other providers.
1.7 These T&C govern and set out the conditions for the following types of Services provided:
(a) Agile software development Services;
(b) Web application development Services;
(c) Marketing Services, in particular the design and/or setup of a marketing strategy,
management of advertising campaigns, SEO, social media management, and other Services
specified in these T&C.
For distinction purposes, the type of Service is stated in the relevant Order under the individual items of the price quote.
If the Customer selects only one of the above-mentioned Services, the conditions for the other Services shall not apply to them.
1.8 Definition of Terms:
1.8.1 "Customer" means a natural person without Consumer status or a legal person who has placed an order for Services from the Provider under the conditions specified in these T&C.
1.8.2 "Consumer" means a natural person who, in the mutual contractual legal relationship with the Provider, does not act within the scope of their business, employment or profession.
1.8.3 "Legal Person" means a legal person registered in the commercial register or equivalent register, acting within the mutual contractual legal relationship with the Provider in the scope of their business activities. Legal relationships between the Provider and a Customer who does not hold Consumer status that are not expressly governed by these Terms and Conditions shall be governed by the relevant provisions of the Obchodný zákonník (Slovak Commercial Code, Act No. 513/1991 Coll.), as amended.
1.8.4 "Agile Software Development Service" means a Service whose subject matter is the agile development and delivery of software by the Provider for the needs of and in accordance with the requirements of the Customer, who, when placing the service request, may not have a complete vision of the final form of the software.
1.8.5 "Web Application Development Service" means a Service whose subject matter is the creation and delivery of web applications by the Provider for the needs of and in accordance with the requirements of the Customer.
1.8.6 "Agile Development" means the development of software conducted in Sprints, during which intensive communication takes place continuously between the Parties in order to progressively refine the Customer's requirements and specify the final form of the software, with parts or modules of the software being delivered at the end of each Sprint. The subject of development includes new software features, redesign, user testing, refactoring of legacy code (i.e. updating old components and modules), and bug fixes based on Customer requirements agreed during the Sprint Planning phase.
1.8.7 "Sprint / Iteration / Partial Work Product" means a short period of software development and implementation, typically lasting one or two weeks, during which the Provider's pre-assigned working team works on the development.
1.8.8 "Sprint Planning" is a meeting at which the work to be carried out in a given Sprint is planned. 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 persons authorised by the Customer. Sprint Planning includes:
a) Capacity Planning: The team takes into account the availability of individual team members (holidays, other commitments) and plans work so that it is aligned with the Sprint goal and the team's capacity. The result of Sprint Planning is a Sprint Backlog, a list of tasks the team has committed to completing in the given Sprint, together with an estimate of their complexity and a plan for their implementation.
b) Defining the Sprint Goal: The team collectively agrees on the goal it wishes to achieve in the given Sprint. This goal should be measurable and achievable within the duration of the Sprint.
c) Selecting Tasks for the Sprint: Based on the Sprint goal and Customer priorities, the team selects from the product backlog (list of requirements) those tasks that will be implemented in the given Sprint.
d) Task Breakdown: The selected tasks are broken down into smaller, more detailed sub-tasks that are easier to manage and estimate.
e) Effort Estimation: The team estimates the effort required for individual tasks and sub-tasks, typically in units of "story points" or "man-hours". The effort estimate is used to determine the team's capacity and to verify whether 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" means the time estimate required to develop a requested task.
1.8.10 "Allocated Person" means a member of the Provider's staff who has been assigned by the Provider pursuant to the Service Agreement to work on a given Sprint/Service.
1.8.11 "Licence" means the paid grant of a non-exclusive and time-unlimited right by the Provider to the Customer to use a selected Service or its deliverable. Where licences from third parties are provided as part of the Service, the conditions of provision and scope of rights are governed by the licensing terms of the third party.
1.8.12 "Order" means a proposal to conclude a contract for the performance and provision of a Service selected by the Customer, specifying the parameters, characteristics and functionalities of the expected deliverables of the requested Service.
1.8.13 "Service Price" is agreed in accordance with zákon č. 18/1996 Z. z. o cenách (Slovak Act on Prices, Act No. 18/1996 Coll.), as amended, as a contractual price and consists of the sum of the prices of all individual acts provided within the Service. The price of the Service provided and the individual rates are set out in the Provider's proposal and shall be included in the Order. The applicable rate of value added tax (VAT) shall be added to the price in accordance with the statutory provisions in force at the time the Service is provided / the taxable supply occurs.
1.8.14 "Man-Day" means eight (8) Man-Hours. Abbreviated as "MD".
1.8.15 "Man-Hour" means sixty (60) minutes of working time. A portion of working time of less than sixty (60) minutes shall also be considered one Man-Hour, but only if it exceeds thirty (30) minutes.
1.8.16 "Work Product" means the result of the provision of Services.
1.8.17 "Provider's Project Manager" means an employee or cooperating entity of the Provider responsible for the implementation of the Service and fulfilment of the Provider's obligations, whose details the Provider shall communicate to the Customer upon confirmation of the Order.
1.8.18 "Qualified Expert" means a natural or legal person who is able to demonstrate relevant experience with the same technology as used in the relevant Service through verifiable references. A relevant reference is considered to be a functional deliverable in the same technology and of similar scope, no older than 3 years.
1.8.19 "Helpdesk" means the customer care centre through which the Customer submits all requests and notifications to the Provider in connection with the provision of the Service, receives technical support, and lodges complaints, grievances, requests and other submissions. The Helpdesk is available to the Customer 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 make Helpdesk Services available to Customers through other technically feasible means.
1.8.20 "Business Day" means a day that is not a Saturday, a public holiday, or a day of rest under Act No. 241/1993 Coll.
1.8.21 "Business Hours" means the period from 9:00 to 17:00 on Business Days.
1.8.22 "Working Time" means time worked during Business Hours on a Business Day.
1.8.23 "Customer Portal" means the portal operated by the Provider.
1.8.24 "Party" means individually the Customer or the Provider.
1.8.25 "Parties" means collectively the Customer and the Provider.
1.8.26 "Agreement" means the Service Agreement concluded in the manner set out in Article 2 of the T&C.
1.8.27 Marketing Services, Advertising Management, SEO and Social Media. For the purposes of these T&C, Marketing Services (hereinafter also referred to as "Marketing Services") include in particular:
a) "Design and/or Setup of a Marketing Strategy" is a set of activities comprising one or more of the following Services: in-depth keyword analysis, competitor analysis, segment analysis, preparation of background materials, graphic work, media plan design, and social media post plan design.
b) "In-Depth Keyword and Competitor Analysis" is a detailed analysis produced using the agency's marketing tools and know-how with the aim of defining the situation in the Customer's segment and identifying keywords and phrases on Google that are relevant to the Customer.
c) "Management of Advertising Campaigns on Google Ads, Facebook Ads, Etarget, or other online or offline advertising platforms" (hereinafter "advertising campaign management") means the setup and optimisation of advertising campaigns in marketing tools such as Google Ads, Facebook Ads, Etarget, Bitmedia Network, and similar. The setup includes both textual and visual processing of text and display advertisements. Setup means complete technical and textual campaign configuration.
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) "Search Engine Optimisation" (hereinafter "SEO") encompasses all activities, other than the management and setup of advertising campaigns referred to in Art. 1, clause 3 of this Agreement, connected with the optimisation of the Customer's web domain, aimed at increasing traffic to the Customer's website. Activities include link building, article creation, traffic analysis, and communication with third parties such as influencers, web portals, bloggers, and similar.
h) "Social Media Management" means the regular posting of an agreed number of posts on social networks Facebook, Instagram, TikTok, Twitter, LinkedIn, Snapchat or YouTube. Posts are created based on a post plan prepared for the month preceding the month in which the posts are published. If the Customer wishes to address posts during the current month, they must do so at least 14 days before the post plan is finalised. Any requests to change or add posts that are already included in the post plan constitute extra work billed at the Provider's hourly rate.
ch) "Monthly Report" is a deliverable in .pdf, .pptx or web-link format containing information on the volume and scope of work carried out over the previous month. The report is sent together with the invoice for Marketing Services for the previous month. The report contains data depending on which Marketing Services are provided to the client.
i) "Credit" means the financial amount paid by the agency to companies such as Google LLC, Meta Inc. or others for running advertisements, placing backlinks or articles on their platforms.
j) "Website" means a group of related HTML documents belonging to the Customer that form a self-contained whole and can be opened and viewed using a web browser once made available on the internet.
k) "Copywriting for the Website" means the writing of texts for the web as part of 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 enables the identification of a Website through a unique set of alphabetic characters. The Customer is solely responsible for the domain referred to in the preceding sentence and for maintaining it for the purposes of performing the Agreement.
m) "Mailing" (hereinafter "Newsletter") means a mass e-mail containing HTML code sent regularly to selected customers or employees of the Customer.
1.8.28 "Copyrighted Work" means, in the context of these Terms and Conditions, any original result of the Provider's creative intellectual activity expressed in any objectively perceivable form that arose in the course of performance of the Agreement and provision of Services to the Customer. A Copyrighted Work includes, in particular but not exclusively:
a) Software: including source code, object code, and all its components, modules, libraries and API interfaces, developed by the Provider based on the Customer's requirements within the agile software development Services or web application development Services.
b) Website or Application Design: graphic designs, element layouts, 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 with the aim of optimising user interaction with the given product.
d) Databases: structured data sets created, modified or populated by the Provider in the course of providing Services, where they satisfy the conditions of originality and creativity pursuant to §88 of the Autorský zákon (Slovak Copyright Act, Act No. 185/2015 Coll.).
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 that arose in connection with the performance of the Agreement and the provision of Services and that satisfy the criteria of originality and creative character under the Copyright Act.
1.8.29 The following shall not be considered Copyrighted Works:
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 providing the Services but not created by the Provider itself.
b) Content supplied by the Customer: texts, 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 subject to a third-party licence, which is procured by the Customer or by the Provider on behalf and for the account of the Customer.
d) General concepts and ideas: ideas, procedures, principles, methods, discoveries or data in themselves, which are not expressed in a specific, perceivable form.
1.8.30 "Accounting" for the purposes of these T&C refers to client care and project management, which includes in particular routine communication, meeting organisation, preparation of invoicing documentation, and basic project management connected with the performance of the Agreement.
2. Service Agreement
2.1 Based on clear and specific requirements from the Customer regarding the form of the Work Product, the scope and selection of the Service(s), the Customer will be sent a proposal from the Provider for the performance of the Services/Work Product from the e-mail address: patrik@teapot.sk or veronika.budaiova@teapot.sk together with a link to these T&C, and the proposal will also be published on the Provider's Customer Portal under the Customer's profile. When placing an order, the Customer may be asked to provide their details if they have not been verified or entered in the Customer Portal.
2.2 Individual Sprint orders shall be considered partial agreements governed by the T&C, with the content of the partial agreements being defined by the agreement of the Parties during the Sprint Planning phase. Partial agreements or Sprint Orders shall generally contain Sprint definitions, time estimations and the amount of remuneration. Individual Sprint Orders may be placed through the Customer Portal or the project management system, where the scope of tasks and their duration are agreed.
2.3 The Customer is advised to check the accuracy and completeness of the details they have entered in the order prior to confirming it. The Provider states that once an order has been submitted by the Customer, it will not be possible to change or add to these details.
2.4 The Provider's proposal shall contain at a minimum:
a) specification of the Service/Work Product
b) specification of the subject matter of the Service
c) identification of the Customer – trading name, registered office, IČO, DIČ, VAT number
d) identification of the Provider – trading name, registered office, IČO, DIČ, VAT number, name and surname, e-mail, telephone of the contact person
e) price of the Service/Work Product (prices of fixed Services and hourly rates, prices of module licences not included in fixed Services)
f) Service delivery period
g) invoicing and payment terms
2.5 If the Customer agrees with the proposal and the T&C, the Customer may accept the Provider's proposal and place a binding order for the Service/Work Product specified in the proposal, with the obligation to pay for the Service/Work Product.
By confirming the proposal and placing a binding order for the Service/Work Product, an Agreement for the provision of the Service is concluded, and by this act the Customer confirms that the Provider has clearly and intelligibly allowed them to become acquainted with the T&C, the Order conditions and all material facts relating to the provision of the Service.
2.6 At the Provider's instigation, the Customer may be asked to send a signed order in scanned form to the e-mail address: hello@teapot.sk. The Provider and the Customer have agreed that the signing of an agreement/order or any other document issued pursuant to these T&C by one Party and sending it in scanned form to the other Party shall be accepted between the Parties as a valid act and expression of the will of the signing Party directed towards the creation, modification or termination of those rights or obligations which applicable legislation associates with such expression. Signing of documents may also be carried out by electronic signature.
2.7 The Service Agreement shall take effect only upon payment of the first instalment in accordance with the proposal/agreement by the Customer to the Provider on the basis of an invoice issued by the Provider (suspensive condition). The Service delivery period is stated in the Agreement; where the subject matter of the Service is a Licence, it is granted for 1 year from the date of conclusion of the Agreement, unless otherwise agreed in the Agreement.
2.8 The subject matter of the Agreement on the Provider's side is the performance of the Service in accordance with the Customer's order upon the Customer providing proper cooperation; on the Customer's side it is their obligation to pay the price for the ordered Service.
2.9 Unless otherwise agreed in the Agreement, the Service does not include training of the e-shop operator, nor the provision of consultations and analyses, nor technical support of an operational nature ensuring the continuous development and modernisation of the Service delivered, and the source codes are not included as part of the Work Product so delivered — the Customer acknowledges that when carrying out the Service under the relevant agreement, the Provider always operates within the technical limitations of the given e-shop template on the platform and therefore cannot interfere with the core of the e-shop itself; during the future use of such a Work Product by the Customer, free updates to the e-shop core may occur automatically without the Customer having to approve anything (they cannot be rejected).
2.10 Unless otherwise stated in the Agreement or Proposal, where the Customer requires operator training, consultations (online or by telephone) or analyses that are not included in the agreed price for the Service (as defined in the Proposal), the Provider shall invoice these to the Customer on the basis of a separate agreement.
2.11 Unless otherwise stated in the price proposal or in the Agreement, the "Accounting" service is included in the price and covers client care to the extent of two (2) hours per month. Any activity beyond this scope, as well as individually requested video calls, in-person meetings or the preparation of specific reporting materials beyond the standard Monthly Report (as defined in Art. 1.8.27 ch), shall be billed at the Provider's hourly rate according to the current price proposal.
2.12 The Agreement is concluded on the basis of the Customer's individual requirements. The provisions of the T&C shall apply to the contractual relationship established by the Agreement or Order unless the Parties have expressly agreed otherwise in writing.
3. Performance of Services
3.1 Performance of Agile Software Development Services
3.1.1 In the case of the Agile Software Development Service, the Customer agrees the dates for individual Sprints with the Provider's project manager, subject to the availability of free slots on the Provider's side.
3.1.2 The execution of a Sprint is preceded by the Sprint Planning phase, during which the goal of the given Sprint is agreed based on the Customer's requirements.
3.1.3 The Customer is obliged to assign tasks to the Provider within a Sprint to a sufficient extent to keep the working team fully occupied in the given Sprint, i.e. at least 40 man-hours/week per allocated person, unless the Parties otherwise agree for the given Sprint; up to 15% of this time may consist of administrative and non-development tasks (stand-ups, meetings, demos).
3.1.4 The Customer has no legal entitlement to the performance of work outside the agreed Sprints.
3.1.5 Without undue delay, and no later than within 10 Business Days following the completion of each Sprint, the Provider shall deliver the software or part thereof electronically to the Customer for review.
3.1.6 The Provider shall prepare reports of the work actually carried out and deliver them to the Customer. The Customer undertakes to accept these partial deliverables and confirm their acceptance.
3.1.7 The Provider is obliged to deliver, together with the Work Product (software), developer documentation in the Slovak language embedded in the source code, which shall describe only more extensive and unclear functionalities. Where the Work Product/software includes an API interface, the documentation shall also contain 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 carry out the work/provide the Service within the period agreed in the Order.
3.2.2 The Provider shall deliver the results of the Services performed to the Customer at the milestones agreed in the Order, to which the invoicing of the remuneration or the relevant portion thereof is linked.
3.3 Performance of Services — General Provisions
3.3.1 Following the delivery of a Sprint/part of the Work Product, a trial period of 7 days begins to run for the Customer; however, in the case of Sprints, this shall be no longer than until the next Sprint is delivered for review and the reporting of defects in the delivered Service deliverable. If the Customer does not, within the stated period, report defects in the delivered part of the Service that are detectable with ordinary diligence, the delivered part of the Service shall be deemed to have been performed and accepted without defects or shortcomings. This does not affect the Customer's right to raise comments regarding ordinarily undetectable defects in the Production phase.
3.3.2 The Service as a whole shall be considered complete upon delivery of the final product to the Customer's server or electronically and accepted by the signing of a written acceptance protocol for the completed Work Product by both Parties. The written acceptance protocol for the completed Work Product shall record the degree of completion of the Work Product, the functionality of the Work Product and any shortcomings and defects identified at the time of delivery; this does not affect the provision of clause 3.3.1 T&C. The Customer is not entitled, upon acceptance of the complete Work Product, to raise objections regarding defects/shortcomings which the Customer had the opportunity to raise in accordance with clause 3.3.1 T&C, i.e. upon acceptance of a part of the Service. Delivery of the Work Product/Service may also be effected solely by the Provider sending the Customer a written protocol confirming performance of the Service, stating which works from the Order have been performed, delivered and uploaded to the server. Where the Customer raises no objections to the Protocol so sent within 7 days of its dispatch, the Protocol shall be deemed approved without reservation and the Work Product completed.
3.3.3 Performance deadlines agreed between the Parties shall be extended by days during which it is not possible to continue work due to unforeseeable events not caused by the Provider and outside the Provider's control (force majeure as set out in Art. 9 T&C), or due to non-payment of the agreed remuneration or any part thereof within the stipulated periods, and the time necessary given the Provider's capacity. Where the Provider is unable to continue the work/Service due to reasons on the Customer's side (failure to provide cooperation, e.g. failure to carry out required review of works, failure to approve inputs, outputs, etc.), the performance period for the Service/Work Product shall be extended by the time necessary given the Provider's capacity (the time during which the Provider's developer assigned to the given project/Service will not be available for the performance of the given Service due to, for example, commencing work on a second project or other Services — exclusion of idle time), by a maximum of 3 weeks for each individual instance.
3.3.4 If the Customer fails to pay the required advance or the invoiced portion of the Services performed within the payment due date, the Provider is entitled to suspend performance of the Services. For the avoidance of doubt, such suspension of performance of Services shall not constitute a delay on the part of the Provider, and the performance deadlines shall be extended by the corresponding period, with appropriate application of clause 3.3.3 T&C, meaning that the extended performance period shall take into account the Provider's capacity and the ability to resume work on the Service ordered by the Customer.
4. Remuneration/Price
4.1 The total price of the Service is determined on the basis of 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 procuring licences for third-party software where their procurement is not expressly stated in the proposal/order, or the procurement of services, components, server rental and other out-of-pocket expenses incurred by the Provider in connection with the performance of the Service following prior approval by the Customer.
4.3 In the case of the Agile Software Development Service, the price of the Service — i.e. the price for the performance of the Sprint(s) within a given period — is determined as the product of the hourly rate and the scope of work according to the estimation prior to the commencement of the Sprint, or based on reports of actual time logs of the developers involved in the Agile Development Service where it was not possible to set an accurate estimation in advance for the tasks.
4.4 In the case of additional exceptional work outside the agreed Sprint period or outside the scope of the Service, the rate for such work (in EUR excluding VAT per hour) is set out in the proposal.
4.5 Within the price, the Provider shall, in one round, carry out a format check of input data when integrating sources supplied by the Customer and third-party sources. The Provider is not responsible for the content of the input data and does not carry out content checks; full responsibility for the content of the input data, as well as the data of the Work Product/Service itself, lies with the Customer. Repeated submission of input data by the Customer in an insufficient format that was defined by a specification, documentation or functional example shall constitute grounds for suspending work, extending the performance deadline in accordance with clause 3.3.3 T&C, and increasing the price of the Work Product/Services by the hourly rate for additional work, depending on the number of hours required to carry out the relevant adjustment (additional work).
4.6 The Provider is a VAT payer. Value added tax shall be applied to the price excluding VAT in accordance with the applicable legislation in force at the time the tax liability arises.
4.7 The Provider is entitled to increase the price of the Services by an amount that covers increased costs reasonably incurred by the Provider in performing the Service, provided the following conditions are met:
a) the Provider credibly demonstrates that they did not account for such costs in advance due to missing information on the Customer's side,
b) such costs above the agreed price arose in a causal connection with the performance of work on the Work Product/Service and missing information from the Customer.
4.8 If the Customer does not agree to the increase in the price of the Services for the reasons stated in this article of the T&C, such situation gives the Provider the right to withdraw from the Agreement. Upon withdrawal from the Agreement by the Provider in such a case, the Customer's right to a refund for work already completed on the Work Product/Service shall lapse; however, in such a case the Customer is entitled to receive all rights to the Work Product/Service or to the part of the Work Product completed up to that point that would have accrued to them under the Agreement. The Provider is entitled to payment of the pro-rata portion of the price of the Service/Work Product that it has performed up to that point.
4.9 The basis for payment of the price of the Service/Work Product or any part thereof shall be an invoice issued by the Provider in accordance with the terms set out in the Agreement/T&C.
4.10 The price for Services shall be invoiced after the end of the trial period for each part of the Service/Work Product.
4.11 Invoices are payable within 14 days of delivery of the Service or part thereof. The Customer is obliged to make all payments for the Service by non-cash bank transfer to the Provider's account. An invoice is considered paid on the day the payment is credited to the Provider's account; otherwise the Customer is in default.
4.12 If only partial performance of the Service has occurred, the Provider is entitled to a pro-rata portion of the remuneration/price for the performance of the Service.
5. Rights and Obligations of the Provider
5.1 The Provider is obliged to produce the Work Product/provide Services at a quality corresponding to the purpose of the Agreement, applicable legislation and binding standards, in accordance with the Order conditions.
5.2 The Provider is obliged to notify the Customer in advance of any potential incompatibility of software that it could have foreseen by exercising ordinary professional care (e.g. due to the nature of the system, publicly available information, or the components/systems of third parties used), or of other components supplied to it by the Customer with the software or components to be used by the Provider, which are necessary for the creation, completion or modification of the Service deliverable/Work Product. The Provider is obliged to do so whenever the use of such components or software would impair the functionality, standard or quality of the Service.
5.3 The Provider is entitled to suspend performance of the Work Product/Service where the Customer is in default in fulfilling an obligation arising from the Agreement or applicable legislation, even without prior notice or warning. During the period of the Customer's default, the Provider's performance period/Service delivery period shall not run. Clause 3.3.3 T&C shall apply to the extension of the performance period.
5.4 Where the Customer's request is not specified in detail, the Provider is entitled to use the simplest and least costly technically feasible solution for the Service. The specification is considered to be the order or a binding complete description of the Service or the final graphic design.
5.5 Based on the Service/Work Product requirements, the Provider may propose suitable modules to be incorporated into the Service/Work Product deliverable. In order to facilitate faster delivery of the Services, modules selected by the Customer shall be purchased by the Provider on behalf and for the account of the Customer, with the cost of procuring/purchasing them included in the price of the Services unless otherwise agreed. The procurement of modules other than those proposed by the Provider, based on the Customer's request, is not included in the price of the Services. The Provider is not liable for the functionality and performance of third-party modules and extensions incorporated within the Services/Work Product. Defects in third-party modules or Service components shall be claimed by the Customer exclusively against the suppliers/manufacturers of those modules or components in accordance with their licensing or warranty terms. In the event of a problem arising from the use of third-party modules and extensions whose resolution requires time that also affects the Service delivery date, the Provider is entitled to deliver the subject matter of the Agreement with the module in the state as delivered by the third party, or may replace the module at additional cost upon the Customer's approval, together with the related work.
5.6 The Provider is entitled to:
5.6.1 Transfer the rights and obligations arising from this Agreement to a third party. In such a case, the Provider is obliged to inform the Customer of the transfer and the Customer may not refuse such transfer. The new Provider shall be bound by all provisions of this Agreement and T&C, including the granted Licence. The transfer of contractual rights and obligations shall not affect the Provider's right to receive payment of the price for Services already performed. Transfer of contractual rights and obligations is possible only after demonstrated settlement of all of the Customer's obligations to the Provider.
5.6.2 Introduce additional means of protecting the Service, if necessary to enhance its protection or to protect the Customer, provided that introducing such protection does not entail additional financial costs for the Customer or the Customer has agreed to such additional costs or has requested the introduction of additional means of protecting the Service.
5.6.3 Invoice additionally those Service items 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 suitable means; such information shall not be considered unsolicited mail (spam).
5.6.5 Unilaterally alter or modify the functional or technical specification of the Service, or improve the user interface of the Service, provided that such alteration, modification or improvement is in line with the latest professional findings in the relevant field or will indisputably contribute to user comfort when using the Service.
5.6.6 Refuse to provide the Service to the Customer where the provision of Services to that Customer has previously been temporarily suspended or where the Provider or another provider operating in the same field has withdrawn from an Agreement due to repeated or serious failure by the Customer to fulfil their obligations.
6. Rights and Obligations of the Customer
6.1 The Customer is obliged to supply in appropriate quality all background materials and their individual, special requirements; to specify their requirements for the Services that could be in conflict with the official system specification or graphic design (image, audio, or audiovisual material, texts, captions, pictures, programmes or presentations) in appropriate quality; to assign tasks and their mutual priorities clearly and intelligibly, no later than 3 Business Days before the agreed commencement of the Services/Sprint. The Customer is entitled to supply materials, requirements, or the project manager's requirements that do not change the scope of the Services/Work Product under the Agreement during the course of the Services, but prior to their actual performance; after their performance this will constitute additional work. Requirements beyond the scope of the Services (e.g. changing the scope of the Service or requested after the Service or part thereof has been performed) shall be additionally ordered by the Customer from the Provider. If requirements beyond the scope of the Services are not properly ordered, the Provider shall not carry them out. Failure to carry out such unordered requirements shall not be considered a breach of obligation on the part of the Provider.
6.2 The Customer is obliged to provide cooperation to the Provider without undue delay upon the Provider's request. The Customer has no legal entitlement to reimbursement of costs connected with providing cooperation to the Provider in relation to the performance of the Service/Work Product.
6.3 The Customer is obliged to supply without undue delay any further materials and information related to the provision of other Services/production of the Work Product, agreements with third parties affecting work on the Services/Work Product (e.g. web hosting information, etc.).
6.4 The Customer is obliged to supply only such background materials for which they have the author's consent to use; the Provider shall bear no liability for the use of such materials and, in the event of damage or claims being brought against the Provider by third parties, the Provider shall be entitled to reimbursement from the Customer.
6.5 The Customer is entitled to review the content and functional aspects of the Services/Work Product until such time as the Service is accepted, taking into account the provisions of the T&C concerning partial reviews.
6.6 In the case of the Agile Software Development Service, the Customer is advised to include in the Sprint order/specification the programming of automated tests for the software to a minimum extent of 10% of the total software development time. The Provider draws attention to the need to programme automated tests especially for the key functions of the Work Product. Otherwise, the Provider shall not be liable for damage related to the non-performance of tests or the absence of documentation.
6.7 The Customer is entitled to review the estimation (scope of work estimate) before the commencement of a Sprint through a Qualified Expert.
6.8 Data and information contained in the Service/Work Product are entirely the property of the Customer.
6.9 The Customer is obliged to use the Services in compliance with the laws of the Slovak Republic, the Order, and any instructions and guidance provided by the Provider.
6.10 In the event that any fine or other sanction is imposed on the Provider by any authority, body or institution in connection with the content or use of the Work Product/Service by the Customer, the Customer undertakes to pay such fine or sanction, and, if already paid by the Provider, to reimburse the Provider for the amount paid.
7. Liability for Defects in the Service Provided — Complaints
7.1 The rights and obligations of the Parties in connection with rights arising from defective performance shall be governed by the applicable generally binding legislation of the Obchodný zákonník (Slovak Commercial Code, Act No. 513/1991 Coll.). The Parties have agreed that remediable defects shall be resolved by repair only.
7.2 The Provider is obliged, when providing the Service, to act with professional care. The limits of the Provider's liability for any damage are set out in Article 15 of these T&C.
7.3 The Provider bears no liability and the Customer expressly waives in advance any claims for defective performance and damages:
7.3.1 arising from causes outside the Provider's control, in particular as a result of the malfunction of technical equipment, the operating system or the network, or damage caused by updates to the e-shop core, third-party programmes or their updates, which run concurrently with the software delivered by the Provider;
7.3.2 caused by the malfunction of the connection between the e-shop and the Provider's products and third-party products (e.g. functionality and visual appearance of external plugins);
7.3.3 caused by the Customer (in particular through failure to fulfil obligations) or due to reasons on the Customer's side, including their technical equipment, a third party, or force majeure;
7.3.4 arising from delay in implementation in respect of any lost profit; 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 delivery of the Work Product damage occurs (e.g. individual modifications delivered as part of the Service become disconnected) due to the reasons set out in clause 7.3 above, this does not constitute a defect in the Work Product/Service and the Provider is not obliged to remedy such issues under warranty. The Provider is obliged to remedy such defects only where a separate agreement for their remediation and adjustment of the Work Product is concluded.
7.5 If the Work Product includes third-party software, it is assumed that such software is supplied by the Customer unless expressly stated otherwise in the Agreement. The Customer warrants that they hold the necessary licence for such software to the extent required for operating the software and fulfilling the intended purpose. Defects in third-party software supplied by the Customer shall not be considered defects covered by 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 an e-shop, the final design within predefined templates may deviate by approximately 10% (e.g. a button may be displaced by 1 pixel), i.e. minor cosmetic defects that do not impair operation and are not considered defects.
7.7 Where the Provider is obliged to remedy defects due to a defect in the Work Product/Service during the trial period following delivery of the Work Product for reasons on the Provider's part, the Provider is obliged to ensure remediation of such defect within the response time. For the purposes of determining the response time, the classification of individual defects according to their severity is decisive.
Defect Severity Categories:
Critical Failure/Service Outage:
- A situation where the e-shop ceases to function and such a situation may result in the loss of customers who cannot complete their purchase;
- Situations where customers are unable to complete their orders in the e-shop due to technical errors, such as non-functioning buttons;
- Situations where there are problems in communication between the e-shop and the ERP system, leading to incorrect processing or loss of orders.
- Situations where problems arise in the pricing of products.
Serious Failure:
- Situations where the e-shop is functioning but certain parts or features are limited — e.g. slow page loading, errors in product filtering, or temporary unavailability of certain features.
Minor Defect:
- Situations where the e-shop is functioning without significant limitations, but some minor issues may reduce user experience or operational efficiency (e.g. errors in graphical display, unclear product descriptions).
| Severity Category | Guaranteed Response Time |
| Critical | within 24 hours |
| Serious | within 96 hours |
| Minor | within 10 Business Days |
7.8 Requests for changes to the content of the Service or programme, their update or modification, or to software or changes in presentations, photographs, audio or audiovisual recordings shall be assessed as a new order for a change or modification to the Service requiring the Provider to price the relevant works.
7.9 The Provider is not liable for the content or use of the Services by the Customer, nor for the accuracy and currency of the information displayed therein; this liability rests with the Customer.
7.10 The Provider is not liable for data stored in or constituting the content of the Service after the Service has been delivered. For the avoidance of doubt, the Parties confirm that the Provider is not the operator of the server (deployed at the Customer's cost directly to the Customer) on which the Service is stored.
7.11 The Provider is not liable for damages arising from the loss or corruption of stored data. The Customer is obliged to perform regular backups of databases and the source code of the Service deliverable. During the performance of the Service, protection against data leakage is ensured by securing the confidentiality of the employees involved in the Work Product through the signing of a confidentiality agreement.
7.12 The Customer acknowledges and agrees that:
a) From the date of delivery of the Work Product, the Customer assumes full responsibility for its operation, maintenance and administration.
b) The Customer is obliged at their own cost to ensure qualified servicing and regular maintenance of the Work Product through a Qualified Expert.
c) The Customer is obliged to ensure regular data backup and monitoring of system functionality.
d) All changes, updates and modifications to the system after delivery of the Work Product are carried out at the Customer's own liability and risk.
e) Should the Customer wish to obtain additional modifications, support or Services from the Provider after delivery, a separate service agreement must be concluded.
The Provider may, on the basis of a separate agreement, provide the Customer with support and maintenance Services for the system following delivery of the Work Product; however, the scope and conditions of such Services must be set out in a separate agreement.
7.13 The Provider is liable to a standard degree for the cybersecurity of the Service until its delivery; thereafter, cybersecurity is ensured by a suitable and up-to-date server and software updates which, unless otherwise stated in the Order, are not included in the Service.
8. Property Rights in Software and Licences
8.1 If, in connection with the performance of the Agreement, a copyrighted work (hereinafter "copyrighted work") is created within the meaning of the Autorský zákon (Slovak Copyright Act, Act No. 185/2015 Coll.) (hereinafter "Copyright Act"), the Provider declares that it holds all rights necessary for the performance of the Agreement, including the T&C and the obligations arising therefrom, and hereby grants the Customer the right to exercise the right to use the Copyrighted Work in its original form and in the form in which it has been subsequently modified by the Provider, on a non-exclusive basis in accordance with Act No. 185/2015 Coll.:
8.1.1 for a period of indefinite duration, provided the Customer pays all amounts invoiced under the Agreement including the Terms and Conditions;
8.1.2 without territorial restrictions;
8.1.3 for the manner and purpose of use in accordance with the Agreement including the T&C;
8.1.4 The Customer is not entitled to grant a sub-licence and/or assign the right to use the Copyrighted Work to any third party without the Provider's prior written consent. The Provider reserves the right to revoke such consent at any time. Where the Provider grants the Customer consent to sub-licence or assign rights, the Customer shall remain fully responsible for compliance with all terms of this Agreement and the T&C. This restriction does not apply in cases where the Provider carries out a transfer of contractual rights and obligations pursuant to clause 5.6.1.
8.2 The Customer must not reproduce, distribute, communicate to third parties in any way, edit, alter, supplement, combine with other content, or create derivative works based on the content, except (A) with the prior written consent of the Provider, (B) where external applications or systems are connected through the available features of the relevant Platform (e.g. Shoptet Private API), and (C) where the visual display of the e-shop is communicated to third parties for the purpose of promoting the e-shop. The Provider shall not provide the Customer with the source code of the content constituting the Copyrighted Work and the Customer undertakes not to attempt to obtain it by any means (e.g. reverse engineering or recompilation).
8.3 Unless otherwise stated in a specific case or in a specific agreement, the fee for granting the First E-shop Licence is included in the price. The fee for granting a Licence for the second and each subsequent e-shop or its variation is 10% of the price of the Work Product/Service.
8.4 If a database is created in the course of performing the Agreement within the meaning of § 88 of the Copyright Act, the rights of the acquirer to such database belong to the Provider pursuant to § 89 of the Copyright Act.
8.5 Both the Provider and the Customer are obliged to maintain confidentiality in respect of all facts they have learned during the course of cooperation under the Agreement and which form its content, as well as information that the Parties communicate to each other or which otherwise arises from performance of the Agreement or from the Parties' business activities, the disclosure of which to a third party could cause harm to the other Party (content inserted by the Customer or other commercially or business-sensitive information) (hereinafter "Confidential Information").
8.6 Confidential Information for the purposes of the Agreement including the T&C constitutes the trade secrets of the Parties pursuant to § 17 of Act No. 513/1991 Coll. (Slovak Commercial Code) and Act No. 216/2018 Coll. on the Protection of Trade Secrets, as amended.
8.7 The disclosure of Confidential Information to a legal, tax, accounting or other adviser, auditor, or, in the case of the Provider, to a subcontractor, provided they are bound by the same confidentiality obligations as agreed in the Agreement including the T&C, or to a public authority entitled to receive such information by law, shall not be considered a breach of the confidentiality obligation. In all other cases, the disclosure of confidential information is subject to the consent of the other Party, unless otherwise provided by the Agreement or the T&C.
9. Force Majeure
9.1 For the purposes of the T&C, force majeure means extraordinary, unforeseeable and objectively unavoidable circumstances that do not originate in the internal affairs of the affected Party and that prevent that Party from fulfilling its obligations under the Agreement, where they arose after the Agreement was concluded; examples include measures taken by state authorities in a state of emergency, in particular in connection with the spread of a pandemic, to the extent that such measures could not have been foreseen at the time of conclusion of the Agreement, natural disasters, war, mobilisation, and similar.
9.2 A Party prevented from fulfilling its obligations by force majeure circumstances and wishing to invoke force majeure is obliged to promptly notify the other Party in writing and to demonstrate the occurrence of such circumstances, providing detailed reasons (to the extent reasonably required) as to how such circumstances prevent it from fulfilling specific obligation(s) and when it expects to overcome the force majeure event, at the latest within 7 (seven) calendar days of becoming aware of the force majeure event. The Party affected by the force majeure event is further obliged to notify the other Party of the cessation (whether full or partial) of the obstacles caused by force majeure.
9.3 The Parties have agreed that a Party which is unable to fulfil its obligations arising from the Agreement in time as a result of force majeure shall not be considered by the other Party to be in default (in breach of obligation) towards the other Party.
10. Termination of the Agreement / Order
10.1 The Agreement/Order shall terminate:
a) by mutual written agreement
b) by written withdrawal from the Agreement/Order
c) upon dissolution of the Provider or the Customer without a legal successor
10.2 The Provider is entitled to withdraw from the Agreement/Order for the following reasons:
a) the Customer is more than 15 days in arrears with payment of the remuneration,
b) the Customer is more than 15 days in arrears with the provision of necessary cooperation,
c) the identification details provided by the Customer in the Agreement/Order prove to be false; failure to notify the Provider of a change of details shall not be considered the provision of false information;
d) the Customer is insolvent, in particular if a petition for bankruptcy has been filed against the Customer's assets, if bankruptcy proceedings were rejected due to insufficient assets, if the Customer has been placed under administration pursuant to special legislation, or if the Customer has entered into liquidation;
e) the Customer has repeatedly or seriously breached obligations under the T&C;
f) without stating a reason, by sending an e-mail to the Customer's e-mail address. The Customer's e-mail address means the e-mail address from which the Customer has customarily communicated with the Provider (more than once). In such a case, the notice period is 30 days from the date the e-mail is sent;
g) for other reasons stipulated in the T&C or by the Commercial Code.
10.3 The Customer is entitled to withdraw from the Agreement/Order for the following reasons:
a) the Provider is more than 30 days in arrears with the performance of the Service,
b) the Provider suspends the performance of the Service for more than 30 consecutive days in breach of the T&C,
c) without stating a reason, by sending a written notice of withdrawal from the Agreement/Order by courier. The termination is effective 3 months from the date of delivery of the withdrawal notice. Delivery is effective on the first calendar day of the calendar month immediately following the calendar month in which the withdrawal was delivered to the other Party, provided that the Provider has accepted delivery or the fiction of delivery applies.
d) for other reasons stipulated in the T&C or by the Commercial Code.
10.4 Withdrawal from the Agreement terminates the Agreement and therefore extinguishes all rights and obligations of the Parties arising from the Agreement. Withdrawal from the Agreement shall not affect the right to payment of the pro-rata portion of the originally agreed price, which the Customer is obliged to pay the Provider for work already performed.
10.5. Unauthorised Restriction of Access and Contractual Penalty:
10.5.1 If the Customer, prior to the proper termination of the Agreement/Order, restricts or revokes the Provider's access to advertising, analytical, administrative or other accounts, tools or systems (hereinafter "Advertising Tools") that are necessary for the proper performance of the Services by the Provider, in any manner and without the Provider's prior written consent or without observing the agreed notice period, such conduct shall be considered a material breach of the Agreement.
10.5.2 Unauthorised restriction of access shall include, in particular but not exclusively: a) Removal of the Provider's access rights (login credentials, roles, permissions) to the Advertising Tools. b) Changing 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 manner. d) Any other conduct by the Customer that prevents or substantially hinders the Provider's access to the Advertising Tools and thereby also the proper performance of the Services.
10.5.3 As a result of the unauthorised restriction of access under clauses 10.5.1 and 10.5.2, the Provider suffers loss and incurs costs consisting in particular, but not exclusively, of:
a) Loss of control over the Advertising Tools, including the risk of misuse of such tools by third parties.
b) The risk of unauthorised use of funds from the Provider's payment methods where these are linked to the Advertising Tools.
c) Costs associated with blocking payment cards and changing payment details (where relevant).
d) Loss of access to historical data, advertising campaign settings and other important information necessary for the provision of the Services.
e) Costs of immediately stopping ongoing advertising campaigns where technically possible, and ensuring continuity of Services for other clients where affected.
f) Loss of time and work effort by the Provider's employees in preparing, launching and managing campaigns, which becomes unnecessary or substantially more difficult.
g) Lost potential profit of the Provider from the proper completion and management of campaigns.
h) Costs of rescheduling work, reallocation of resources, and dealing with the consequences of the unauthorised restriction of access.
i) Damage to the Provider's reputation with providers of Advertising Tools and with other clients.
j) Costs associated with resolving disputes and the Provider's legal protection.
10.5.4 In view of the loss and costs incurred under clause 10.5.3, the Provider is entitled to demand from the Customer a contractual penalty of EUR 2,000 (in words: two thousand euros) for each individual instance of unauthorised restriction of access to the Advertising Tools.
10.5.5 The contractual penalty under clause 10.5.4 represents reasonable compensation for the loss and costs incurred, and its application shall not affect the Provider's right to full damages in excess of the contractual penalty amount.
10.5.6. The Customer undertakes to pay the contractual penalty within 7 days of receiving the Provider's written demand.
11. Confidentiality Obligation
11.1 The Provider is obliged to maintain confidentiality regarding facts learned from the Customer in the course of performing the Service. Such facts must not be disclosed or otherwise made available 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 the Provider's own obligation.
11.2 The Provider is entitled to include the Customer's trade name and logo in the Provider's references, including publicly available information (textual and visual) about the project and its features, presented in a positive light only.
11.3 The Parties are obliged to maintain confidentiality regarding the details of their cooperation, sources of materials, remuneration, payment terms and financing that are not publicly available or whose disclosure is not permitted by these Terms and Conditions. This restriction does not apply where applicable legislation of the Slovak Republic requires disclosure.
11.4 The Provider is entitled to include their signature in the footer of the delivered Work Product in the form of a short text, company name, logo and a link to the Provider's website.
11.5 For the purpose of complying with confidentiality obligations, the Provider and the Customer may conclude a separate non-disclosure agreement (NDA).
12. Amendments to the Service and to the T&C
12.1 The Customer is entitled to request from the Provider at any time a change, expansion or reduction of the Service, provided the Service is not a one-off Service that has already been provided. The Provider is obliged to comply with such a request without undue delay, at the latest by the commencement of the next stage of Service performance, provided there are no serious technical, technological or legal obstacles and provided the Customer has settled all monetary obligations to the Provider.
12.2 Any amendments or additions to the Agreement or Order may be made by way of a new Order.
12.3 The Provider is entitled to make unilateral amendments to the T&C and the Price List. An agreement on the amendment of the Price List and T&C shall be considered validly concluded at the moment of first use of the Service after the amended Price List and T&C have taken effect. Any amendment to the T&C must be communicated to the Customer by electronic mail or through the Service's administration interface. Amendments to the Price List need only be communicated to the Customer in the event of a price increase, at the latest upon the issue of the invoice for the next part of the Service. Proper notification of an amendment to the T&C or the Price List shall also be considered to have occurred upon publication of a notice in a prominent place on the Provider's website and simultaneous dispatch of a notification of such amendment to
the Customer's e-mail address stated in the Order. A price reduction may be communicated solely by publication on the Provider's website.
12.4 An amendment to the T&C or Price List shall be considered notified on the date of delivery of the written or electronic notification to the Customer. In disputed cases where delivery cannot be proven, the amendment shall be considered notified on the date of dispatch of the notification of the amendment to the T&C to the last known e-mail address provided by the Customer in the Service administration interface as the contact e-mail address.
12.5 If the Customer does not agree to an amendment to the T&C or the Price List, the Customer is entitled to withdraw from the Agreement/Order by delivering a written notice of withdrawal no later than 1 month from the date of notification of the amendment to the T&C or the Price List. The legal effects of withdrawal from the Agreement/Order shall take effect on the date of delivery of the written notice of withdrawal to the Provider.
13. Mode of Communication
13.1 Communication between the Parties shall take place by the following means:
a) in writing,
b) by e-mail,
c) via the project management system.
13.2 For the modification or termination of legal relationships between the Parties, the Parties are obliged to use exclusively written communication.
13.3 All correspondence sent to the Parties shall be delivered to the address stated in the Agreement/Order, unless the Parties have notified each other in writing of a different delivery address.
13.4 The effects of delivery of correspondence shall also arise where:
13.4.1 a Party has failed to notify the change of the address to which correspondence is to be sent and the postal service subsequently returns the correspondence to the sending Party as undeliverable, with effect from the day such correspondence is returned to the sending Party; or
13.4.2 delivery of the correspondence was frustrated by an act or omission of the Party to whom the correspondence was addressed, with effect from the day on which such act or omission occurred; or
13.4.3 a Party refuses to accept the correspondence, with effect from the day of refusal; or
13.4.4 the consignment is returned to the sender as undelivered, with effect from the day of return of the undelivered consignment. The substantive legal effects of the legal act to which the delivery relates shall arise on the stated day.
13.5 Other communication between the Parties, including the sending of invoices, reports and approval of work performed, shall take place via e-mail.
13.6 The review of work performed shall take place within the project management system. The project management system shall provide the Customer with a systematic overview of the ongoing performance of work on the Service being provided.
13.7 Without undue delay following the conclusion of the Agreement/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 method of access/link.
14. Choice of Law, Dispute Resolution
14.1 All rights and obligations of the Parties, including both substantive and procedural legal relationships, shall be governed by the legal order of the Slovak Republic, regardless of the legal form of the Parties and their domicile. The competent court for deciding all disputes arising from or in connection with this Agreement is the Mestský súd Bratislava II (Municipal Court Bratislava II).
14.2 Legal relationships (rights and obligations) between the Provider and a Customer who is an entrepreneur acting within the scope of their commercial or other business activities, which are not governed by these T&C, shall be governed by the relevant provisions of applicable legislation, in particular the provisions of Act No. 513/1991 Coll. — Commercial Code, as amended.
14.3 The Parties have agreed that in the event of any dispute arising from the legal relationship established by the Agreement concluded between them and the legal relationships arising from and related to it, each Party is entitled to seek their claims before the general court in accordance with the relevant provisions of zákon č. 160/2015 Z. z. Civilný sporový poriadok (Civil Dispute Procedure Code, Act No. 160/2015 Coll.), as amended.
15. Liability of the Parties
15.1 The subject matter of the Provider's Services does not include review of the content of Services supplied by the Customer. The Provider is not liable for the content of Services processed, made available and published as a result of the provision of the Provider's Services to the Customer pursuant to the T&C. The Customer is not liable for the actions of the Provider where those actions were not carried out at the Customer's request, instruction or in the Customer's interest. Such a request or instruction may be given in writing, electronically via the project management system, by e-mail, by telephone or by other similar demonstrable means.
15.2 Each Party is liable only for actual damage to tangible assets demonstrably caused by that Party to 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/Agreement for Work.
15.3 The Provider may settle or reduce any damage for which it is liable by providing a Service of equivalent value to the amount of the damage.
15.4 The Provider is not liable for loss or lost profit arising from the interruption of the provision of Services under the Order or T&C.
15.5 If the Customer, despite repeated written requests sent to the e-mail or postal address stated in the preamble of this Agreement, fails to settle their obligations to the Provider, the Provider is entitled to default interest at a rate of 0.12% per day. The right to compensation for damages shall not be affected thereby.
16. Final Provisions
16.1 The Order/Agreement shall become valid and effective upon acceptance by the Provider.
16.2 The invalidity of any provision of the Order/Agreement or T&C shall not affect the validity of any other provision of the Order/Agreement or T&C, provided such provision is severable. The Parties undertake, where necessary, to replace invalid provisions without undue delay with a provision whose content and purpose most closely approximates the purpose of the invalid provision.
16.3 The Order/Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements, promises, notices, representations or warranties, whether in written or oral form, relating to the same Service, unless the Parties have agreed otherwise in writing.
16.4 Where the contractual arrangements between the Parties set out in the Agreement/Order conflict with the provisions of the T&C, the provisions of the Agreement/Order shall prevail over the provisions of the T&C.
16.5 The Agreement/Order and T&C are drawn up and concluded in the Slovak language. Where they are also signed in a foreign language version, the Slovak language version shall be authoritative.
16.6 A natural person who concludes an Order/Agreement on behalf of a legal person as the Customer shall be personally liable for all legal consequences and damage caused where they were not authorised to act on behalf of the Customer — the legal person, or where the Commercial Code in force in the Slovak Republic does not provide otherwise.
16.7 These T&C entered into force and took effect on 1. 4. 2024.