1. These business conditions (hereinafter referred to as “Business Conditions”) of the business company Enehano Solutions s.r.o., IČ: 05177472, with its registered office at Václavské náměstí 837/11, Prague 1 - Nové Město, 110 00, File number: C 258618 kept at the Municipal Court in Prague, (hereinafter referred to as the "Provider") are processed in accordance with the provisions of § 1751 of Act no. 89/2012 Coll., Civil Code, as amended (hereinafter the "Civil Code") and regulate the mutual rights and obligations of the parties arising in connection with or on the basis of a contract or several partial contracts or orders, the subject of which is the provision of services or construction works by the Provider, in particular relating to the provision of IT consulting services, the sale of licenses, the provision of SLAs, or the creation of advanced analyzes and strategies (hereinafter referred to as the "Agreement") concluded between the Provider and another legal or natural person (hereinafter "Customer").
2. These Business Conditions are an integral part of the Agreement.
1. The Provider undertakes to proceed with all professional care and comply with all applicable legal regulations when fulfilling its obligations under the Contract. In the event of their violation, the Customer is entitled to compensation for damage caused by this violation.
2. The Provider is not obliged to perform the work, provide services or fulfill other obligations under the Contract, if the Customer is in arrears with the fulfillment of obligations arising for him from the Contract.
3. The Provider is obliged to notify the Customer in writing of the unsuitability of the instructions and things given to him by the Customer to perform the work or provide the service, immediately upon receipt of these unsuitable instructions and things.
4. Unless otherwise agreed, the place of performance is the registered office of the Provider. Part of the work may also be performed by the Provider via remote access. In such a case, the Customer is obliged to provide the Provider with remote access to its equipment related to the work, for the entire duration of the Contract.
5. If the Customer is obliged to pay an advance invoice, the Provider is not obliged to start performing the work, providing a service or otherwise fulfilling its obligations under the Contract until its full payment. The agreed dates for the completion of the work or its part or the performance of the service agreed in the Contract are postponed by the war when the Customer is in arrears with the payment of the advance invoice.
6. The Provider is entitled to use cooperating persons (subcontractors) in the performance of the Contract.
7. The Provider undertakes to maintain the confidentiality of all information which it obtains about the Customer during the term of the concluded Contract and which is not publicly available. This obligation continues even after the termination of the Agreement. This does not affect the right of the Provider according to Art. 2 paragraph 5. Business conditions.
8. The Provider is entitled to use the fact that the Customer uses the services provided by the Provider in its promotion. For this purpose, the Provider may, in particular, publish the basic identification data of the Customer and his logo.
9. The Provider will fulfill its obligation to provide services by performing them and, if necessary, handing over the results of its activities to the Customer. The services are considered to be properly provided on the basis of the acceptance protocol. Customer. In the event that the subject of the Contract is the execution of the work, the work is considered handed over to the Customer at the moment when the Provider allows the Customer to use the completed work.
The Customer is obliged to:
- 7 days for specifications, architecture design and design,
- 14 days for the Software System to perform acceptance tests of the software system and / or revision of the documentation and to submit a list of deficiencies to the Provider within the same period.
Deficiency means the discrepancy of the output or its part with the agreed scope of the work. If the list of deficiencies preventing the approval of the output is not submitted within the specified period from the submission of this output for approval, this output will be considered accepted. The work is also considered accepted if it is used by the Customer for business purposes for which it was created in accordance with the Contract in normal (live) operation continuously for ten (10) calendar days.
10. If the price shall be set by agreement based on an estimate of the labour in EUR or USD. The Provider has right to adjust pricing with the following scenarios.
10.1 In case the exchange rate of CZK / EUR would change for more than 2,5% from the Reference exchange rate, the Provider has a right to adjust the offered Rate Card appropriately. Reference exchange rate for this contract is set to value in month the when pricing was provided.
Reference exchange rate for EUR: https://www.cnb.cz/cs/financni-trhy/devizovy-trh/kurzy-devizoveho-trhu/kurzy-devizoveho-trhu/prumerne_mena.html?mena=EUR
• In case the exchange rate of CZK/USD would change more than 2,5% form the reference exchange rate, the Provider has right to adjust the offered Rate Card appropriately. Reference exchange rate for this contract is set to value in month the when pricing was provided.
Reference exchange rate for USD https://www.cnb.cz/cs/financni-trhy/devizovy-trh/kurzy-devizoveho-trhu/kurzy-devizoveho-trhu/prumerne_mena.html?mena=USD
1. The Customer is obliged to provide the Provider with all co-operation necessary for the proper fulfillment of the Provider's obligations, in particular to hand over all necessary documents, information and materials requested by the Provider and which are justified for the fulfillment of the Provider's obligations.
2. f the Customer is in arrears with the obligation under Art. 3 part 1 of the Business Conditions and for this reason the Provider cannot fulfill its obligations under the Contract, the Provider is not in arrears with the fulfillment of its obligations until the Customer fulfills this obligation and any agreed deadlines are extended by the Customer's delay.
3. The Customer is obliged to duly and timely pay the Provider's fee for the execution of the work or for the provision of services.
4. During the provision of services, the Customer will not actively encourage the Provider's consultants, who provide performance for the Customer, to terminate their current employment or other contractual relationship, with the proving party itself then employing them directly or indirectly. For breach of the obligation specified in this paragraph, the Customer is obliged to pay the Provider a contractual penalty in the amount of CZK 1,000,000 (in words: = one million = Czech crowns).
1. The Customer undertakes to pay the Provider the remuneration agreed in the Contract. The relevant parts of the remuneration are always payable within 14 days from the date of issue, resp. sending the invoice and are duly repaid by crediting the funds to the Provider's bank account no later than on the last day of this period, unless the parties have agreed otherwise.
2. All invoices are sent by the Provider in electronic form to the Customer's e-mail specified in the Contract and on the day of their sending they are considered delivered.
3. If the remuneration or its part is determined by the price according to the budget, it applies that the budget is not binding, unless the parties have agreed otherwise. The Provider has the right to increase such a price by an amount that will inevitably exceed the costs expediently incurred by it, even without notifying the Customer of such an increase, but by no more than 5%.
4. All financial amounts stated in the Contract do not include VAT, unless expressly stated otherwise. The customer acknowledges that these amounts will be increased by value added tax pursuant to Act No. 235/2004 Coll., On value added tax, as amended, or in accordance with other currently valid legal regulations.
5. In the event of a change in the scope of work or services provided, the fee will be charged according to the Provider's offer accepted by the Customer.
6. In the event that the Customer is in arrears with the fulfillment of any of its financial obligations under the Contract, the Provider shall be entitled to payment of a contractual penalty by the Customer in the amount of 0.05% per day of the amount due for each and every day of delay. The agreed contractual penalty does not affect or limit the Provider's right to compensation for damages.
1. The Agreement shall enter into force and effect on the date of its signing by both parties.
2. The contract may be amended by agreement of the parties, in the form of written amendments. The written form is also preserved during legal proceedings via e-mail.
3. In the event that the subject of this Agreement is the provision of services or the execution of work at regular recurring intervals (monthly or otherwise), both parties are entitled to terminate the Agreement in writing in relation to this part of the work or services without giving a reason with two months' notice. The notice period begins on the first day of the calendar month following the calendar month in which the notice was delivered to the other party.
4. The Provider is entitled to withdraw from the Contract if the Customer is in arrears with the payment of the invoice or its part in a period exceeding 30 days from the date of its due date. The Customer is entitled to withdraw from the Contract if the Provider is in delay with the completion of the work or its part or the provision of the service for more than 30 days from the agreed date. Withdrawal from the Contract must be made in writing and delivered to the other party. In the event of withdrawal from the Contract, the Contract shall terminate at the moment when the written withdrawal from the Contract is delivered to the other Contracting Party.
5. If insolvency proceedings are initiated against the Customer, the Provider may withdraw from the Agreement.
6. After the termination of the Contract by a valid withdrawal, the Provider is obliged to hand over the completed part of the work to the Customer no later than 5 working days after the termination of the Contract. If the Customer has not yet paid for this part of the work, then the Provider is obliged to deliver to the Customer no later than:
14 working days after the termination of the Contract an invoice for the amount due and to hand over the completed part of the work no later than 5 working days.
7. Withdrawal from the Contract does not affect claims for damages arising from breach of the Contract, settlement of disputes between the parties, claims for contractual penalties and other claims which, according to the Contract or due to their nature, are to last after the termination of the Contract.
8. The contract can be terminated at any time by a written agreement of both parties, which includes the settlement of mutual obligations and receivables.
1. Each of the contracting parties is liable for damage incurred by the other contracting party or third parties in connection with the performance, non-compliance or breach of obligations arising from the Contract or these Business Conditions.
2. The Customer is liable for damage, unprofessional intervention, incorrect use or improper handling of the subject of services caused by the Customer or its employees or persons authorized by the Customer or persons to whom the Customer has allowed access to the subject of services or related equipment. The Customer is obliged to reimburse all costs incurred by the said negotiations and to reimburse the Provider for the price for non-contractual activities.
3. The Provider is not liable for damage caused by loss or damage to the Customer's stored data or interruption of service, unless it caused the loss, data damage or temporary interruption, or if it temporarily interrupted the service for legal reasons or for reasons stated in these Terms and Conditions.
4. The provider was not responsible for the consequences mentioned in the previous paragraph if they were caused by third parties, such as hackers or other entities (eg electricity suppliers). The Customer's right to compensation for damages against these entities is not affected. Furthermore, the Provider is considered not to have caused the consequences mentioned in the previous paragraph, if they arose due to force majeure, especially as a result of a natural disaster, coups d'état or other objective reasons independent of the Provider's will and unpredictable by the Provider.
5. The Provider is not responsible for changes (more costs, changes in timelines, or other impacts) caused by third parties (errors, changes, outages, etc.). Such cases are considered as change requests with an impact on the date and costs to the detriment of the Customer.
1. If the result of the Provider's activities has the nature of an author's work or other subject-matter protected by copyright (hereinafter author's work), it is subject to the regime of the relevant legislation governing the intellectual property rights. In this case, the Customer is entitled to use the subject of the Provider's copyright work only in accordance with the relevant legislative provisions, the Agreement and the Business Conditions. The Customer is entitled to use the author's work only for the purpose arising from the Contract. He is entitled to use it for other purposes only with the prior consent of the Provider.
2. Unless otherwise agreed in the Contract, the Provider grants the Customer a non-exclusive license to use the author's work, which is part of the delivered performance for the Customer. The Customer is not authorized to provide these intellectual property rights granted to him on the basis of this Agreement by the Provider, to any third party in whole or in part, in the form of a sublicense or assignment of a license. Unless otherwise agreed in the Contract, the provider is entitled to exercise the right that is the subject of granted license, as well as to provide a license to a third party.
3. The Provider retains all intellectual property rights to the Provider's software and other (development) products, auxiliary programs (utility software) or their parts and components, its systems, techniques, methodology, tools, interfaces, processes, technology and know-how used or created in the course of activities under the Agreement (hereinafter referred to as "Provider's intellectual property"). The Customer acknowledges that the Provider uses the Provider's intellectual property in its other activities or activities for third parties. If this becomes a part of the performance delivered to the Customer under the Contract, the Customer is entitled to dispose of them, but this does not in any way affect the Provider´s rights to any further use of them. The Provider shall grant the Customer a non-exclusive and non-transferable license to use the Provider's intellectual property, if the Provider's intellectual property should be a part of the delivered performance under the Contract, for the period of duration of the relevant rights of the Provider.
4. The Customer undertakes to hand over to the Provider only authorized documents, which he is entitled to handle for this purpose. The customer undertakes to compensate for any damage that may arise from the unauthorized use of the supplied documents.
5. The Provider is entitled to use the Customer's logo in its company presentation after handing over the work. At the same time, it can use for marketing purposes a description of the implemented project after approval by the Customer.
1. All communication between the Provider and the Customer will take place in writing, while the written form is maintained in legal proceedings via e-mail.
2. When concluding the Contract, the Customer declares that he is acting in connection with the performance of his business activity and not as a consumer.
3. If the document needs to be delivered to the other party, then it must be sent to the address specified in the Contract (if the other party has not notified the change of address) and is considered delivered on the day of receipt, or on the day of the expiration of the time limit for its acceptance.
4. The Provider excludes, in the sense of the provisions of § 1740 par. With regard to the fact that the Customer had and could have read the Business Conditions before signing the Agreement and understood their wording, the parties agreed to exclude the provisions of § 1799 and § 1800 of the Civil Code.
5. The Provider is entitled to unilaterally change these Business Conditions, in their entirety. The Provider is obliged to announce any change on its website and inform the Customer by e-mail no later than 30 days before the change takes effect. In the event that the Customer does not agree with the new wording of the Business Conditions, which for the Customer represents a deterioration of his position, he is entitled to terminate the Agreement without penalty and with a notice period of 30 days from the date of delivery of the notice to the Provider. He is obliged to notify the Provider of this fact in writing within 20 days from the date of publication of the new Business Conditions on the Provider's website. If the Customer does not notify the Provider of the termination of the Agreement within this period, it is considered that he has accepted the draft of the new wording of the Business Conditions. The current wording of the Business Conditions is available on the Provider's website.
6. If any provision of the Terms and Conditions or the Agreement is found to be invalid, illegal or unenforceable, this will not affect the validity, legality and enforceability of other provisions of the Terms and Conditions or the Agreement. In the event of a conflict between the Agreement and these Terms and Conditions, the provisions of the Agreement shall prevail.
7. The Contract is governed by these Business Conditions and legal regulations of the Czech Republic.
8. This Agreement and any disputes that arise from it or in connection with it shall be governed by Czech law and will be settled by the competent courts in according to the Provider´s registered address.
9. By signing the Agreement, the Customer grants the Provider consent to the processing of his personal data for the purpose of the necessary communication between the Customer and the Provider, for an indefinite period. The Provider undertakes not to provide such personal data, without the prior written consent of the Customer, to another third party for a purpose other than that necessary for the perfect performance of the subject of the Contract. Upon request, the data subject has the right to be informed at any time without undue delay of the personal data processed about him / her. If the data subject finds or considers that the processing of his personal data is contrary to the protection of privacy and personal life or against the law, in particular if the personal data processed are inaccurate with regard to the purpose of their processing, he may in particular request clarification, to require the Provider to refrain from such conduct and to eliminate the situation thus created, and if it does not comply with this request, the data subject may apply directly to the administrative authority in the field of personal data protection.
10. The Customer undertakes to inform the Provider about the change of its identification data, in particular about the change of name, name, registered office or correspondence data, e-mail address or telephone number, no later than 14 days from the day when the changes occurred.