VERSION 1_1 AMENDMENTS DATED 9 APRIL 2016
The registered office of Projectman.cz s.r.o. is changed to Lidická 66/43, Prague 5, Postcode 150 00. All other provisions remain unchanged.
VERSION 1_0 ISSUED ON 20 FEBRUARY 2015
I. BASIC PROVISIONS
1.1 These General Terms and Conditions of Projectman.cz s.r.o. for the Provision of Advisory Services (hereinafter referred to as the "Terms") govern the relationship between Projectman.cz s.r.o., Identification Number (IČO): 24798720, VAT Number: CZ24798720, with its registered office at Lidická 66/43, Prague 5, Postcode 150 00, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 175242 (hereinafter referred to as the "Provider") and its contractual partner (hereinafter referred to as the "Client") (the Provider and the Client are hereinafter jointly referred to as the "Parties" or individually as a "Party"). The purpose of these Terms is to regulate the relations specified below in order to prevent potential disputes and to familiarize the Client with the terms and conditions of providing advisory services by the Provider.
1.2 In accordance with the provisions of Section 1751 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "Civil Code"), the Terms are an integral part of the contract for the provision of advisory services concluded between the Provider and the Client (hereinafter referred to as the "Contract").
1.3 Legal relations arising from the Contract and the Terms which are not expressly regulated by the Parties shall be governed by the relevant legal regulations of the Czech Republic, in particular the relevant provisions of the Civil Code and other laws and generally binding legal regulations.
1.4 For the interpretation of the Terms and the Contract, commercial usages shall be applied only after the provisions of the Civil Code or other legal regulations as a whole. Beyond the provisions of the Terms and the Contract, no rights and obligations shall be inferred from past or future practice established between the Parties or from usages maintained generally or in the industry related to the subject matter of the Contract. In addition to the above, the Parties confirm that they are not aware of any commercial usages or practices established between them to date.
1.5 The Parties conclude the Contract as a contract between entrepreneurs (in accordance with the definition of an entrepreneur under Section 420 (1) of the Civil Code) and in connection with their own business activities.
1.6 Advisory Services shall mean services provided by the Provider to the Client, in particular IT project management, IT service management, analysis and consultation, software development, and infrastructure management and design (hereinafter referred to as "Advisory Services"). Detailed specifications of the Advisory Services are contained in the Contract or the Client's order pursuant to Article 1.7.
1.7 If the Contract does not contain a specific scope of Advisory Services, or if no Contract has been concluded between the Client and the Provider, the Provider shall provide Advisory Services based on a written order from the Client. The Provider is also entitled to accept an order sent by e-mail. In such a case, the rights and obligations of the Provider and the Client shall be governed by the order and the Terms. Where the Terms subsequently refer to the "Contract", this shall also mean the relationship between the Parties pursuant to this provision, unless provided otherwise in a specific case.
II. PLACE OF PERFORMANCE, QUALITY OF SERVICES, AND PERFORMANCE DEADLINES
2.1 Unless agreed otherwise in the Contract, the Provider shall provide Advisory Services at the address of the Client's registered office, or remotely from the Provider’s own registered office or premises, depending on the current needs and agreement of the Parties.
2.2 The Provider declares that all its employees and associates providing Advisory Services to the Client under the Contract possess sufficient professional knowledge to perform the Provider's activities with all professional care in accordance with the Contract and generally applicable legal regulations and documents relating to the subject matter of the Advisory Services.
2.3 The Client agrees that the Provider may, if necessary or appropriate, provide Advisory Services through a subcontractor. The Provider is liable for the performance provided by a subcontractor as if the Provider had provided the performance itself.
2.4 The Provider undertakes to provide Advisory Services within the deadlines specified in the relevant Contract. Advisory Services under the Contract shall be provided for a fixed term — until the fulfillment of the subject matter of the Contract, unless agreed otherwise in the Contract.
III. REMUNERATION AND PAYMENT TERMS
3.1 Remuneration for the provision of Advisory Services shall be determined by the Contract or an order. For the purposes of these Terms, a day means 8 hours. VAT in accordance with applicable legal regulations shall be added to the agreed remuneration for Advisory Services according to the preceding paragraphs.
3.2 The remuneration for the provision of Advisory Services also includes all out-of-pocket expenses incurred by the Provider in connection with the provision of Advisory Services under the Contract, with the exception of costs pre-approved by the Client for the preparation, procurement, and processing of any documents and materials for the Client's work project, and costs incurred by the Provider in connection with travel within and outside the territory of the Czech Republic. Unless determined otherwise by an agreement between the Parties, the Provider is entitled to invoice the Client for travel allowances for trips outside the municipality of the Provider's registered office, including compensation for car wear and tear according to the legal regulations valid and effective at the time of the trip.
3.3 The agreed remuneration for Advisory Services, including costs under Article 3.2, shall be invoiced by the Provider monthly (calendar month) based on a report on the Provider's activities for the invoiced period (hereinafter referred to as the "Activity Report"), which the Provider shall submit to the Client no later than the 5th calendar day of the following calendar month after the month in which the Advisory Services were provided.
3.4 The Client undertakes to approve the Activity Report in writing or to notify the Provider in writing of defects in the quality or scope of services specified in the Activity Report (including the grounds for the complained-of defects) no later than 5 days from the submission of the Activity Report. If the Client fails to do so in writing within the specified period, or if the notification of defects is not properly justified, the Activity Report shall be deemed approved by the Client. Any later claims arising from defects by the Client shall not be taken into account.
3.5 If the Client notifies defects in accordance with Article 3.4, the Client is entitled to withhold 50% of the invoiced amount until any eventual defects resulting from the notification of defects are removed, unless the Parties agree otherwise.
3.6 All tax documents (invoices) must contain the requirements of a tax document according to the relevant legal regulations. If the accounting documents do not have the corresponding requirements, the Client is entitled to send them back to the Provider for completion within the maturity period without being in default with the payment of the invoice. The maturity period begins again from the issuance of the duly completed or corrected accounting tax documents (invoices).
3.7 The maturity of invoices is 14 calendar days from the date of their delivery. The invoiced amount is paid on time if it is credited to the Provider's account on the last day of the period. In the event of failure to meet the invoice maturity date, the Provider is entitled to demand default interest from the Client at the rate of 0.03% of the outstanding amount for each day of delay, including any partial day.
IV. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1 The Provider is obliged to provide all necessary cooperation and ensure the rapid mutual exchange of information among all persons involved, and to notify the Client in a timely manner of any newly emerging or imminent unforeseen circumstances.
4.2 In providing Advisory Services, the Provider is obliged to follow the Client's instructions and act in accordance with the Client's interests. The Provider shall notify the Client of all circumstances that the Provider learns of during the provision of Advisory Services which could influence a change in the Client's instructions. The Provider may deviate from the Client's instructions only if it is necessary in the interest of the Client and the Provider cannot obtain the Client's consent in time.
4.3 The Provider is obliged to warn the Client of the inappropriateness of any individual instructions. Should the Client insist on such an instruction despite the Provider's warning, the Provider shall not be liable for any damage arising from or in connection with such instructions.
4.4 The Provider shall submit an Activity Report to the Client. The purpose of the Activity Report is to guarantee and demonstrate that the Advisory Services were performed in accordance with the Contract and the Client's requirements.
4.5 When providing Advisory Services, the Provider is obliged to act with professional care and comply with applicable legal regulations, technical standards, and decisions issued by the relevant state administration authorities.
4.6 The Parties are obliged to maintain confidentiality regarding all facts learned in connection with the performance of the subject matter of the Contract. The confidentiality obligation remains in effect even after the termination of the Contract.
V. COOPERATION OF THE CLIENT
5.1 The Client undertakes to provide the Provider with all cooperation necessary for the proper provision of Advisory Services, in particular to provide the Provider with all necessary information, data, source materials, and any other necessary documents for the provision of Advisory Services, etc. (hereinafter collectively referred to as the "Information"). The Client also undertakes, at its own expense, to provide the Provider with premises (e.g., a room) for the purpose of providing Advisory Services, if the place of performance is agreed to be the Client's registered office.
5.2 The Client undertakes to provide the Information in terms of content, scope, and deadlines that do not hinder the Provider's provision of Advisory Services under the Contract. The Client acknowledges that failure to provide Information in the required content, scope, and deadlines may result in changes to performance deadlines, delay by the Provider in providing Advisory Services, or the provision of Advisory Services to a lesser extent than agreed upon in the Contract, or even the impossibility of proper provision of Advisory Services. In such a case, the Client shall not be entitled to withdraw from the Contract and/or assert any claims against the Provider; the deadlines for providing Advisory Services shall be extended by the period of the Client's delay in providing the Information within the meaning of this paragraph. The Provider's entitlement to full remuneration, however, remains unaffected in such a case.
5.3 The Client does not provide the Provider with any working tools for the performance of Advisory Services by the Provider's personnel, unless agreed otherwise between the Parties. Relevant instructions for the performance of Advisory Services shall be given by the Client's contact person to the Provider's contact person, and only in urgent and operationally appropriate cases to the Provider's personnel.
VI. NOTICES
6.1 All notices or communications in connection with the Contract must be in writing, with the exception of operational instructions, approvals, or other communications made between the Client and the Provider that are necessary for the provision of Advisory Services and, at the same time, do not affect the performance deadlines under the Contract.
6.2 A notice or communication under the Contract is considered duly delivered to the addressee if handed over in person or delivered by registered mail to the addresses specified in the Contract, unless the Parties agree otherwise.
6.3 The Client is obliged to inform the Provider of all changes (addresses, telephone numbers, e-mail addresses) or other facts related to the provision of Advisory Services under the Contract sufficiently in advance, but no later than fourteen (14) days after such change.
VII. LIABILITY OF THE PROVIDER
7.1 The Provider is not liable for:
a) any damages caused by force majeure, which the Provider could not have prevented even with the exercise of all professional care;
b) delays, omissions, or any damages caused by incorrect or unlawful procedures and/or decisions of public authorities or in connection with them;
c) damage arising in connection with inappropriate instructions of the Client;
d) damage arising in connection with the Client's delay in providing Information.
7.2 The Provider is liable for damages incurred by the Client or third parties due to a breach of its obligations under the Contract up to a total aggregate amount of CZK 500,000.
VIII. TERMINATION OF THE CONTRACT
8.1 The Contract may be terminated by agreement of the Parties or by a notice of termination from either Party. The notice period is two (2) months, beginning on the date of delivery of the notice. In such a case, the Provider is obliged to immediately complete any work in progress under the Contract. Should the Provider fail to do so, the Client is entitled to demand a contractual penalty of CZK 20,000.
8.2 The Parties are entitled to withdraw from the Contract in cases specified by the Contract or the Civil Code.
8.3 The Client is entitled to withdraw from the Contract in the event that:
a) the Provider fails to provide Advisory Services in accordance with the terms of the Contract or the Client's instructions and fails to remedy the situation even within an additional period of fourteen (14) calendar days granted by the Client, provided that this is not a case where the Provider bears no liability under Article VII;
b) the Provider causes damage to the Client through its activities, provided that this is not a case where the Provider bears no liability under Article 7.1;
c) the Provider breaches the confidentiality obligation;
d) a competent court issues a final decision on the Provider's bankruptcy;
e) the Provider enters into liquidation.
8.4 The Provider is entitled to withdraw from the Contract in the event that:
a) the Client is in default with any payment under the Contract for more than ten (10) calendar days. The Parties agree that the Provider is not obliged to request the payment of the outstanding amount again after the moment of default, and the period of ten (10) calendar days is considered reasonable;
b) the Client fails to provide the Provider with the cooperation necessary for the proper provision of Advisory Services and fails to remedy the situation even within an additional period of ten (10) calendar days;
c) a competent court issues a final decision on the Client's bankruptcy;
d) the Client enters into liquidation.
8.5 In the event of withdrawal from the Contract, the Provider is obliged to hand over to the Client all documents produced for or received from the Client up to the date of termination of the contractual relationship under the Contract, and the Provider is entitled to payment of remuneration for Advisory Services provided to date in accordance with the Contract.
8.6 Regardless of the method of notification under the Terms, the Parties expressly agree that a prerequisite for an effective withdrawal is exclusively the delivery of a written withdrawal notice to the other Party by registered mail to the address of the other Party specified in the Contract.
IX. FINAL PROVISIONS
9.1 If the Contract concluded between the Provider and the Client contains a provision that conflicts with any of the provisions of these Terms, the provision contained in the Contract shall prevail.
9.2 These Terms replace all previous arrangements of the same or similar nature between the Client and the Provider.
9.3 The Parties have agreed that for the relationships established by the Contract, the provisions of Sections 557, 1740(3), 1799, 1800, and 1805(2) of the Civil Code shall not apply. The Client assumes the risk of a change in circumstances within the meaning of Section 1765 of the Civil Code.
9.4 The Provider is entitled to change or supplement these Terms, and the Provider is obliged to inform the Client of the proposed changes or supplements via e-mail at least fourteen (14) days before such changes take effect. In the event that the Client does not express disagreement with the proposed changes or supplements via e-mail or in writing within fourteen (14) days from the date of sending the newly proposed wording, it shall be deemed that the Client agrees with the changes. In the event that the Client expresses disagreement, either Party is entitled to terminate the Contract. Termination is effective at the moment the written notice is delivered to the other Party.