Terms of Service

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I. Introductory provisions

These General Terms and Conditions (hereinafter referred to as the "GTC") govern the relations between the Contractor and third parties in the position of the customer (hereinafter referred to as the "Customer" and together with the Contractor as the "Parties") resulting from the work contracts concluded between them. Any deviations from these GTC must be expressly agreed in the relevant contract.

These General Terms and Conditions form part of the content of every contract for the execution of work (hereinafter referred to as the "Contract") concluded between the Contractor and the Customer, the subject of which is the Contractor's obligation to deliver the agreed work to the Customer, regardless of the method of conclusion and the form of such Contract. Together with the Agreement, these GTC constitute the entire agreement of the parties, and any agreement, oral or written, not expressly set forth in the Agreement or GTC or incorporated into the Agreement by express reference in the Agreement shall not be binding on the parties.

Work means the subject of the Contract, i.e. a work created to order, while the Contractor has granted a license for the purpose of the work (hereinafter referred to as the "Work").

In the Agreement, it is possible to agree on a regulation of rights and obligations deviating from these General Terms and Conditions, whereby the deviating regulation in the Contract takes precedence over the provisions of these General Terms and Conditions. If the Contract contains a regulation of rights and obligations that are not regulated in the General Terms and Conditions, the regulation in the Contract applies. It is not possible to deviate from these GTC except by agreement concluded between the Contractor and the Customer.

The Customer's terms and conditions are ineffective and inapplicable for the contractual relations established by the Contract, unless the Contracting Parties expressly agree to do so in the Contract.

II. Method of concluding the Contract

Based on the communication between the Contracting Parties, the Contractor will prepare an order for the Work (hereinafter referred to as the "Order"). The Order contains the specification of the Work, its scope, method of delivery and budget of the Work, price of the Work and method of payment of the price of the Work, approximate schedule for the realization of the Work, or other documents referred to in the Order. The order may contain the duration of the validity of the order, for which the price offer applies primarily.

The Customer sends the signed Order to the email indicated in the Order, or sends the signed original to the Contractor's headquarters.

The contract is concluded by the Contractor's acceptance of the Order, whereby acceptance is considered to be sent to the Customer's address specified in the Order, if this acceptance includes a summary of the Order and the relevant attachments to the Order (hereinafter referred to as "Acceptance"). The Customer is entitled to reject the Order without giving reasons.

III. Object of the contract

Based on the Contract, the Contractor undertakes to perform the Work specified in the Order for the Customer. The Customer undertakes to take over the Work and pay the Contractor the agreed price for it.

The Contractor is entitled to entrust third parties with the execution of the Work.

IV. Price of the Work

The price of the Work is the price agreed in the Contract, i.e. the price stated in the Order Acceptance. Changes to the price of the work are possible only under the conditions set out in these GTC (hereinafter referred to as the "Price of the Work").

The price is stated without VAT, unless otherwise expressly stated in the Contract. The contractor will add VAT to the price in the relevant tax document in the amount determined by applicable legal regulations.

The Contractor undertakes to deliver the Work at the agreed price.
Changes to the price of the Work are possible according to the procedure according to Article VI. paragraph 3 of these GTC.

In accordance with § 1765, paragraph 2 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "Civil Code"), the customer assumes the risk of a change in circumstances.

In the event that the Work is a repeated performance, the Contractor shall increase the price each year by the rate of inflation for the previous calendar year announced by the Czech Statistical Office, expressed as an increase in the average annual consumer price index. In the event that the consumer price index announced by the Czech Statistical Office is canceled or changed in such a way that it is not possible to determine the rate of inflation, another index of the Czech Statistical Office will be used to calculate inflation, which will determine the rate of inflation, and if such an index is not issued, then will use the harmonized annual average consumer price index published by the statistical office of the European Union - Eurostat. The amount determined in this way is rounded down to the nearest hundred crowns. The Contractor shall notify the Customer in writing of the increase in the Price of the work without undue delay after the rate of inflation for the previous calendar year is known. The Customer is obliged to pay the increased Price of the Work from the moment of delivery of the written notice and at the same time pay the difference between the increased and the original Price of the Work retroactively from 1.1. of the calendar year for which the Price of the Work increases, within the due date of a specific part of the Work.

The Customer acknowledges that the Contractor's hourly rate over and above the Price of the Work, i.e. for additional work or activities outside the scope of the Work and unless otherwise determined by agreement of the parties, is CZK 2,000 excluding VAT for each hour of work started. This price is set on the date of issuance of these GTC and the Contractor is entitled to increase this hourly rate in accordance with the previous provision of the contract (i.e. by the real amount of inflation for the previous year).

V. Term of performance

Work on the execution of the Work will be started by the Contractor on the dates specified in the Work timetable, which is part of the Acceptance, or without undue delay after the delivery of all documents, information and things necessary for the execution of the Work by the Contractor and after payment of any agreed deposit.

The Contractor shall not be delayed in the execution of the Work, if he proves that the delay in the execution or completion of the Work arose in connection with the actions of the Customer or third parties necessary for the execution of the Work.

Adherence to the deadline for handing over the Work depends on cooperation on the part of the Customer, in particular on the proper handing over of all documents, information and things needed for the execution of the Work within the deadline set by the Contract and payment of any payments for agreed advances.

In the event that the Customer does not provide the necessary cooperation, or in the event that the Customer is in arrears with the payment of any payment in accordance with these GTC or the Contract, the performance deadline set by the Contract is automatically extended by the period of non-cooperation or by the period of delay in payment, and after during this time, the Contractor is not in arrears with the completion of the Work.

VI. Execution of the Work

The Contractor undertakes to proceed with the execution of the Work with professional care, to comply with the Contract, these General Terms and Conditions and generally binding legal regulations.

The Customer undertakes to provide the Contractor with the necessary cooperation for the fulfillment of the Contractor's obligations arising from the Contract and these General Terms and Conditions.

If during the execution of the Work, through no fault of the Contractor, it becomes necessary to perform the Work differently, to carry out additional work, or to deliver other items intended for the execution of the Work, in the Acceptance, the Contractor shall notify the Customer of this fact in a demonstrable manner, together with an indication of the impact of such changes to the Work on the date of completion of the Work and the price of the Work. The Contractor is obliged to make such a change to the Work only if the Customer agrees to this change to the Work, the date of performance of the Work and the price of the Work.

The Contractor is obliged to notify the Customer in writing of the inappropriateness of the instructions, the submitted documentation, or the inappropriate nature of the items taken from the Customer as part of the execution of the Work, to inform him of the nature of these deficiencies and to invite the Customer to supply suitable instructions, documents or items. The customer is obliged to respond in writing to such notification by the Contractor without undue delay. If these inappropriate instructions, documentation or items taken over mean the impossibility of performing the Work in accordance with the Contract and these General Terms and Conditions, the Contractor is entitled to suspend work on the Work, and until the Contractor receives appropriate instructions, documentation or items from the Customer to perform the Work, the Contractor is not in delay in the completion of the Work. If the interruption of work lasts longer than 60 days, the Contractor is entitled to withdraw from the Contract for a material breach of the Client's contractual obligations.

The Contractor is not responsible for defects in the Work, or for the impossibility of its completion caused by inappropriate instructions from the Client, inappropriate documentation or inappropriate items supplied by the Client, if the latter insisted on their use during the execution of the Work despite the Contractor's notice.

VII. Delivery and acceptance of the Work

Unless otherwise specified in the Order, the Work will be delivered electronically. For the purposes of the Agreement, the delivery and acceptance of the Work shall be deemed to be its dispatch to the Customer, or physical delivery on a CD/DVD carrier, upon agreement of the parties, in the format according to the Acceptance. If the format of the Work is not specified, the format of the Work is considered to be Portable Document Format (PDF), if the nature of the Work allows it.

The Work is considered to have been handed over on the 5th working day of sending the Work to the Customer. The customer is obliged to report defects in the Work within 14 days of handing over the Work at the latest.

In the event of the Contractor's delay in handing over the Work, the Customer is entitled to withdraw from the Contract only if, after the delay, he duly calls the Contractor to fulfill his obligations, assigns him an additional reasonable period for this, which must not be shorter than 14 working days, and the Contractor does not transfer the additional time provided in this way. The Customer is obliged to notify the Contractor of its intention to withdraw from the Contract in its invitation.

The Contractor is not in default of its obligation to deliver the Work on time, if this delay is caused by facts that occurred independently of the Contractor's will, i.e. circumstances of force majeure, or if they occurred for a reason on the part of the Customer.

For the purposes of these General Terms and Conditions, circumstances of force majeure that may affect the agreed performance date or the agreed price of the Work are considered to be extraordinary, objectively unavoidable circumstances, making it impossible to fulfill the obligations agreed in the Contract, which the Customer concerned could not purposefully avoid or overcome, which the affected party cannot control and which cannot be attributed to the affected party, such as natural disasters, strikes, war, mobilization, insurrection or other unforeseeable and unavoidable events, or related supply chain issues, etc. (hereinafter referred to as "Force Majeure").

If one of the Contracting Parties is or will be prevented from performing any of its obligations under the Agreement due to Force Majeure, this Contracting Party must notify the other Contracting Party of the Force Majeure event and must specify the obligations, the fulfillment of which is or will be prevented. The notification must be submitted no later than 14 days after the Contracting Party concerned became aware of or should have realized the relevant circumstance establishing Force Majeure. Failure to comply with this deadline results in the loss of the right to invoke circumstances of Force Majeure.
The Contracting Party concerned, which has complied with the conditions set forth in the previous point, must be excused from fulfilling these obligations for the period during which Force Majeure prevents it from fulfilling them.

Each of the Contracting Parties must at all times make all reasonable efforts to minimize any delay in the performance of the obligations under the Contract as a result of Force Majeure.

The affected party must give notice to the other party when it ceases to be affected by the Force Majeure.

If the fulfillment of the obligations arising from the Contract becomes impossible due to the intervention of Force Majeure, the Contracting Parties shall agree on a corresponding amendment of the Contract in relation to the subject, price and time of performance of the work by means of an addendum to the Contract. If no agreement is reached, each of the parties is entitled to withdraw from this contract by a unilateral written statement sent to the other contracting party The deadline for handing over the Work is automatically extended in the event of the Customer's delay in fulfilling any of his obligations arising from the Contract or these General Terms and Conditions.

VIII. Acquisition of ownership

The Customer acquires the ownership right to the subject of the Work, in particular to the items intended for the execution of the Work delivered by the Contractor, at the moment of payment of the entire price of the Work, including the price of the items delivered by the Contractor.

Until the acquisition of the ownership right according to these GTC, the Customer is obliged to respect and protect the Contractor's ownership right and not to interfere with this ownership right. The Customer is entitled to dispose of and dispose of the Work in a way that affects its value only after acquiring ownership, unless otherwise expressly agreed in the Contract.

IX. License

In the event that the resulting Work fulfills the characteristics of a copyrighted work within the meaning of Act 121/2000 Coll., the Copyright Act, as amended (hereinafter referred to as "AZ"), the Contractor hereby grants, by handing over the Work, a license to use the Work (in its entirety even after parts) as well as for the use of all the results of the Contractor's activities handed over to the Customer within the framework of the Contract to the following extent (hereinafter referred to as the "License"):

• To use the Work independently, while the Customer is entitled to edit, process, change, include the Work in any collective or audiovisual work, either statically or dynamically (animation) by himself or through a third party;
• To use the work in its original form or in the form according to the above-mentioned point in any way of use (especially distribution, lending, rental, exhibition, communication, communication to the public, etc.), without limitation of technology, without limitation of the number or amount of use, without limitation of purpose;
• To use the Work in its original form or in the form according to the first point without territory restrictions, i.e. worldwide;
• To use the Work in its original form or in the form according to the first point without time limitation, i.e. for the entire duration of the copyright.

The customer is entitled to grant the rights forming part of the License in whole or in part, for a fee or free of charge, to a third party (sub-license) or to assign the license in whole or in part, for a fee or free of charge, to a third party.

The customer is not obliged to use the License for the Work.

The license to the Work shall be applied to the maximum possible extent permitted by Czech law not only to the author's work, but also to any other results of the Work that are the subject of legal protection of intangible assets, in particular to the know-how that the Contractor creates within or in connection with the production of the Work (hereinafter referred to as the “Subject of Rights to Intangible Assets”). The Provider hereby grants a License to the Subject of Rights to Intangible Goods.
In the event that a database is created as part of the creation of the Work, i.e. a database within the meaning of § 88 AZ, the special rights of the creator of such a database belong to the Customer.

The fee for granting the License to the Work is included in the Price of the Work.

The Contractor grants the Customer permission to publish the Work and agrees that the Work or any part of it has been published.

The Contractor may use the Work for the purposes of his presentation, marketing purposes, presentations in his portfolio, including their publication on the Internet.

The contracting parties may agree on another modification of the License directly in the Contract or in a separate license agreement.

In the event that any of the Contracting Parties violates its rights or the scope of the License according to this article, it is obliged to pay a fine of CZK 500,000 to the other Contracting Party, while the right to compensation for damages is not affected by the contractual fine.

X. Payment terms and penalties for late payment of the price of the Work

The Customer is obliged to pay the Contractor the price for the Work in the amount and under the conditions specified in the Contract.

The Contractor is entitled to issue and hand over to the Customer a tax document (invoice) either at the same time as sending the Work, or at any time after sending the Work. If the Work is delivered in parts, the Contractor is entitled to invoice each part of the Work sent by him.

The Contractor's invoice must contain the details of the tax document. The Contractor is entitled to send the Customer an invoice also in electronic form.

The price is stated on the tax document in Czech crowns (CZK). If, at the Customer's request, the purchase price is stated in EUR and if it is paid in CZK, the exchange rate announced by the Czech Republic will be used for conversion by the national bank for the day when the payment is credited to the Contractor's account.

The Customer is obliged to pay the Contractor's invoices within the terms agreed in the Contract, otherwise with due date within 14 days from the date of delivery of the relevant invoice to the Customer, always by cashless transfer. The moment of payment of the invoice is considered to be the moment when the relevant amount has been fully credited to the Contractor's bank account.

The Contractor is entitled to demand payment of an advance payment for the price of the Work. In such a case, the Contractor issues an advance invoice to the Customer, the maturity of which is 14 days from the date of its delivery to the Customer. The Contractor is obliged to start fulfilling his obligations under the Contract, including ordering materials for the Work, starting the execution of the Work, etc., only at the moment of full payment of the deposit for the price of the Work by the Customer.

The Customer's bank fees associated with payments to the Contractor are paid by the Customer. The contracting parties expressly agree that the Customer will not be entitled to any benefits in the event that he pays the price of the Work or part of it before its due date.

The contracting parties expressly agree that the Customer is not entitled to withhold any payment of any part of the price of the Work due to defects in the Work or other asserted claims of the Customer against the Contractor.

The Contractor is entitled to withdraw from the Contract if the Customer, despite the Contractor's written request for payment within an additional period of 10 days, is in default of payment of any of its obligations.

The Contractor is entitled to suspend the performance of all its contractual obligations towards the Customer until full payment of all its due claims owed to the Customer. In such a case, the Customer will be obliged to compensate the Contractor for all damages, costs and expenses incurred by him.
In case of delay in the payment of any invoice, the Customer is obliged to pay the Contractor contractual interest for the delay in the amount of 0.1% of the amount due for each day of delay.

XI. Rights from defective performance and warranty

The Contractor is obliged to hand over the Work in the quality and with the characteristics agreed in the Contract. Unless otherwise agreed, the transferred Work must have the usual characteristics.

The Contractor is not responsible for the suitability of the Work for a specific use, nor for its compatibility with the Customer's existing work, unless otherwise agreed in the contract.

Notification of defects must contain the designation of the Work, a description of the defect or an exact determination of how the defect manifests itself, the method of its detection and, where appropriate, photo documentation of the discovered defect in the Work.

If the defect is not notified in time, all rights of the Customer associated with the defect in question shall cease.

In the event of a defect, the Customer is obliged to leave the Work in the state in which the defects were found for a period reasonably necessary for the Contractor to review the existence and assessment of the defects.

In the event that the Customer uses or begins to use the Work, it is considered that he has accepted the Work in its condition even with defects and hereby waives the right to compensation for defective performance.

The Customer has claims from properly exercised rights from defective performance according to the relevant provisions of the Civil Code, with the proviso that, in the event of a defect being pointed out, he is obliged to set the Contractor a reasonable period of time in which the Contractor will remove the defects in the Work. The period granted in this way must not be shorter than 5 days. Only in the event that this period expires in vain due to facts on the part of the Contractor, the Customer has the right, under the conditions set by the Civil Code, to either demand a discount from the price of the Work, or to withdraw from the Contract. If the defect concerns only a part of the Work, the Customer is entitled to withdraw from the Contract only partially to the extent corresponding to the defective part of the Work, upon meeting the conditions set by the Civil Code. The Customer is not entitled to offset any claims from defective performance against the Contractor's claims for payment of the price of the Work.
The Customer is obliged to provide the Contractor, free of charge, with all cooperation necessary for the proper removal of defects in the Work.

XII. Communication of the Contracting Parties

Within the framework of the Agreement, the Contracting Parties have designated authorized persons who will represent the Contracting Party in contractual matters, invoicing matters and technical matters related to the performance of the Agreement.

Each of the contracting parties is entitled to unilaterally change the names of their authorized persons, by notifying the other contracting party.

The Contracting Parties acknowledge that the requirements and actions of other persons will not be taken into account by the other Contracting Party.

XIII. Secrecy

The Contractor and the Customer undertake to keep confidential all information obtained in connection with the Agreement, even after the termination of the Agreement.
The drawings and documents handed over by the Contractor to the Customer during negotiations on the conclusion of the Contract or during the performance of the Contract serve only for the personal use of the Customer and may not, without the written permission of the Contractor, be reproduced or made available to third parties.

XIV. Damages

The Contractor is not obliged to pay for indirect and consequential damages arising from breach of obligations in connection with the Contract. Indirect and consequential damages are considered to be in particular lost profit, energy losses, costs associated with the impossibility of using the Work, costs of securing replacement supplies, etc. capital loss, damages incurred as a result of late delivery of the Work, etc.

The Contractor is not obliged to pay for damage caused to the Customer by a defect in the Work delivered by the Contractor.

The total aggregate obligation of the Contractor to compensate for all damages, including contractual fines and other claims of the Customer arising in connection with the breach of one or more of the Contractor's obligations, may in no case exceed the maximum amount of 10% of the total price of the Work excluding VAT.

None of the above limitations on damages shall apply to damages caused intentionally or through gross negligence.

XV. Withdrawal from the Agreement

The contracting parties are entitled to withdraw from the Contract under the conditions set by the Contract, these GTC or the law.

Withdrawal from the contract terminates the contract to the extent of the withdrawal.

Withdrawal or any other termination of the Contract shall not extinguish claims for compensation for damage caused by breach of the Contract, claims for the payment of contractual fines or interest for late payment according to the Contract or these GTC, monetary claims of the Contractor on behalf of the Customer arising on the basis of or in connection with the creation of the Work, provisions relating to such rights and obligations, the nature of which implies that the contracting parties are bound even after the termination of the Contract.

After withdrawal from the Contract, the mutual claims of the contracting parties will be resolved in such a way that, in the event of any withdrawal from the Contract, the Customer will retain the Work or its parts to which he or she has acquired the ownership right, and will further be obliged to take over all parts of the Work that were delivered in in accordance with the Contract and these GTC, further, if it is technically possible, he will also be obliged to take over all parts of the Work in the development phase, and he will also be obliged to take over all consumables secured by the Contractor for the Customer on the basis of the Contract. The Customer shall be obliged to pay all parts of the Work according to the previous sentence to the Contractor in accordance with the Acceptance, if he has not already done so. The costs incurred by the Contractor in connection with withdrawal from the Contract shall be borne by the Customer, according to the hourly rate specified in these GTC.

XVI. Final arrangements

Legal relations between participants are governed by the Czech legal system.

The Contractor and the Customer undertake to resolve all disputes arising from the Contract or related to it amicably.

If any provision of the Agreement or these GTC is found to be inadmissible, invalid or unenforceable, such provision will not affect the validity or enforceability of the other provisions of the Agreement or these GTC. The contracting parties hereby undertake to replace all inadmissible, invalid and unenforceable provisions of the Agreement and these GTC with provisions and conditions that are admissible, valid and enforceable, the meaning and purpose of which will be as close as possible to the original inadmissible, invalid or unenforceable provision.

The contractor is entitled to make changes to the GTC at any time. Newly concluded Contracts will always be governed by the current version of the General Terms and Conditions. The new wording of the General Terms and Conditions will only apply to already concluded Contracts if both contractual parties agree to it.

These GTC are published on the website of the Contractor at the address www.picknick.cz under the link www.picknick.cz/terms-of-service.

Created under conduct of Pikes Legal, s. r. o.

In Prague on July 1st, 2022

 

Martin Přinosil
Managing Director