Version 1.1 | Amended on April 9, 2016
The registered office of Projectman.cz s.r.o. has been changed to Lidická 66/43, Prague 5, Postcode 150 00. All other provisions remain unchanged.
Version 1.0 | Issued on February 20, 2015
Article I: Basic Provisions
1.1 These General Terms and Conditions of Projectman.cz s.r.o. regarding the Provision of Advisory Services (hereinafter 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 the "Provider") and its contractual partner (hereinafter 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 to prevent potential disputes and to fully inform the Client of the terms under which the Provider delivers advisory services.
1.2 In accordance with Section 1751 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter the "Civil Code"), these Terms form an integral part of the contract for the provision of advisory services concluded between the Provider and the Client (hereinafter the "Contract").
1.3 Legal relations arising from the Contract and the Terms that are not expressly regulated by the Parties shall be governed by the relevant laws of the Czech Republic, in particular the applicable provisions of the Civil Code and other generally binding legal regulations.
1.4 For the interpretation of these Terms and the Contract, established trade practices shall apply only after the provisions of the Civil Code or other legal regulations as a whole. Beyond the explicit provisions of the Terms and the Contract, no rights or obligations shall be inferred from past or future practices established between the Parties, nor from customs generally observed in the industry related to the scope of the Contract. Furthermore, the Parties confirm that they are not aware of any commercial customs or practices established between them to date.
1.5 The Parties enter into this Contract as business entities (in accordance with the definition of an entrepreneur under Section 420 (1) of the Civil Code) and strictly in connection with their own business activities.
1.6 Advisory services mean the services provided by the Provider to the Client, including but not limited to IT project management, IT service management, analysis and consultation, software development, and infrastructure design and management (hereinafter "Advisory Services"). Detailed specifications of the Advisory Services are set forth in the Contract or the Client's specific order pursuant to Article 1.7.
1.7 If the Contract does not specify the exact scope of Advisory Services, or if no formal Contract has been executed between the Client and the Provider, the Provider shall deliver the Advisory Services based on the Client's written order. The Provider is entitled to accept orders submitted via email. In such cases, the rights and obligations of the Provider and the Client shall be governed by the order and these Terms. Any subsequent reference to the "Contract" in these Terms shall also include the relationship established between the Parties pursuant to this provision, unless specified otherwise.
Article II: Place of Performance, Quality of Services, and Performance Deadlines
2.1 Unless agreed otherwise in the Contract, the Provider shall deliver the Advisory Services either at the Client's registered office or remotely from the Provider’s own registered office or premises, depending on current operational needs and the mutual agreement of the Parties.
2.2 The Provider declares that all of its employees and associates assigned to deliver Advisory Services to the Client possess the necessary professional expertise to perform the activities with due professional care, in compliance with the Contract, applicable laws, and documentation relevant to the scope of the Advisory Services.
2.3 The Client agrees that the Provider may, if necessary or appropriate, utilize subcontractors to deliver the Advisory Services. The Provider remains liable for services provided by a subcontractor to the same extent as if the Provider had performed the services itself.
2.4 The Provider undertakes to deliver the Advisory Services within the deadlines specified in the relevant Contract. Unless stated otherwise in the Contract, the Advisory Services shall be provided for a fixed term—until the full completion of the scope of work defined in the Contract.
Article III: Remuneration and Payment Terms
3.1 Remuneration for the Advisory Services shall be defined in the Contract or the respective order. For the purposes of these Terms, one business day equals 8 hours. VAT at the statutory rate will be added to the agreed remuneration in accordance with applicable legal regulations.
3.2 The remuneration for Advisory Services includes all out-of-pocket expenses incurred by the Provider in connection with the performance of the Contract, except for costs pre-approved by the Client for the preparation, procurement, and processing of project documentation, and travel expenses incurred by the Provider within or outside the Czech Republic. Unless agreed otherwise, the Provider is entitled to invoice the Client for travel expenses incurred outside the city of the Provider's registered office, including standard mileage allowance and vehicle depreciation in line with the regulations effective at the time of the travel.
3.3 The agreed remuneration for Advisory Services, including expenses under Article 3.2, shall be invoiced by the Provider on a monthly basis (per calendar month) based on a monthly activity report (hereinafter the "Monthly Activity Report"). The Provider shall submit this report to the Client no later than the 5th calendar day of the month following the month in which the services were delivered.
3.4 The Client undertakes to approve the Monthly Activity Report in writing or notify the Provider in writing of any deficiencies in the quality or scope of the services (including a detailed justification of the claimed defects) within 5 days of receiving the report. If the Client fails to provide written notification within this period or if the defects are not properly justified, the Monthly Activity Report shall be deemed fully approved. Any subsequent claims regarding defects will not be taken into account.
3.5 If the Client notifies the Provider of defects in accordance with Article 3.4, the Client is entitled to withhold 50% of the invoiced amount until the reported deficiencies are resolved, unless the Parties agree otherwise.
3.6 All tax invoices must comply with the requirements set by relevant tax regulations. If an invoice lacks the necessary legal requirements, the Client is entitled to return it to the Provider for correction within its payment period without being in default. A new payment period shall begin running from the date the duly corrected or completed tax invoice is issued.
3.7 Invoices are due within 14 calendar days from the date of delivery. An invoiced amount is considered paid on time if it is credited to the Provider's bank account on or before the final day of the due period. In the event of late payment, the Provider is entitled to charge default interest at a rate of 0.03% of the overdue amount for each day of delinquency, including any partial days.
Article IV: Rights and Obligations of the Parties
4.1 The Provider is obliged to provide all necessary cooperation, ensure rapid mutual communication among all involved parties, and proactively warn the Client of any newly emerging or imminent unforeseen circumstances.
4.2 When delivering Advisory Services, the Provider must follow the Client's instructions and act in the Client's best interests. The Provider shall inform the Client of all circumstances discovered during the performance of the services that could affect or modify the Client's instructions. The Provider may only deviate from the Client's instructions if it is essential to protect the Client's interests and the Provider cannot obtain the Client's consent in time.
4.3 The Provider is obliged to warn the Client if any specific instruction is inappropriate. If the Client insists on the instruction despite the Provider's warning, the Provider shall not be liable for any damages arising out of or in connection with such instructions.
4.4 The Provider shall submit a Monthly Activity Report to the Client. The purpose of this report is to verify and document that the Advisory Services have been delivered 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 strict confidentiality regarding all facts learned in connection with the execution of the Contract. This confidentiality obligation remains in full force and effect after the termination or expiration of the Contract.
Article V: Cooperation of the Client
5.1 The Client undertakes to provide the Provider with all cooperation necessary for the proper delivery of the Advisory Services, particularly by providing all required information, data, documentation, and any other necessary materials (hereinafter collectively referred to as "Information"). If the place of performance is agreed to be the Client's registered office, the Client shall also provide the Provider, at its own expense, with suitable working premises (e.g., a meeting room).
5.2 The Client agrees to provide the Information in a complete, accurate, and timely manner so as not to hinder the Provider's performance. The Client acknowledges that failure to provide the necessary Information may result in changes to performance deadlines, delays on the Provider's part, a reduction in the scope of services, or the complete impossibility of delivering the Advisory Services properly. In such cases, the Client shall not have the right to withdraw from the Contract or claim any damages; the Provider's deadlines shall be automatically extended by the period of the Client's delay. The Provider's entitlement to full remuneration remains unaffected.
5.3 The Client shall not provide the Provider's personnel with any working tools or equipment for the execution of the Advisory Services, unless agreed otherwise. Operational instructions regarding the Advisory Services shall be communicated strictly by the Client's designated contact person to the Provider's designated contact person; instructions may only be given directly to individual personnel in urgent or logistically appropriate cases.
Article VI: Notices
6.1 All notices or communications related to the Contract must be made in writing, with the exception of routine operational instructions, approvals, or day-to-day communications necessary for service delivery that do not impact the performance deadlines under the Contract.
6.2 A notice or communication is considered duly delivered if handed over in person or sent via registered mail to the addresses specified in the Contract, unless the Parties agree otherwise.
6.3 The Client is required to inform the Provider of any changes (addresses, phone numbers, email addresses) or other facts related to the performance of the Contract sufficiently in advance, and no later than fourteen (14) days after such change occurs.
Article VII: Liability of the Provider
7.1 The Provider shall not be liable for:
a) any damages caused by force majeure events which the Provider could not have prevented even when exercising all professional care;
b) delays, omissions, or damages caused by or in connection with erroneous or unlawful actions and/or decisions of public administrative authorities;
c) damages arising out of or in connection with inappropriate instructions insisted upon by the Client;
d) damages arising out of or in connection with the Client's delay or failure in providing the required Information.
7.2 The Provider's total aggregate liability for damages incurred by the Client or third parties due to a breach of its obligations under the Contract shall be capped at a maximum amount of CZK 500,000.
Article VIII: Termination of the Contract
8.1 The Contract may be terminated by mutual agreement of the Parties or by written notice of termination from either Party. The notice period is two (2) months, commencing on the date the notice is delivered to the other Party. In such event, the Provider is obliged to immediately complete any work in progress. Should the Provider fail to do so, the Client is entitled to claim a contractual penalty of CZK 20,000.
8.2 The Parties are entitled to withdraw from the Contract in cases explicitly set forth in the Contract or stipulated by the Civil Code.
8.3 The Client is entitled to withdraw from the Contract if:
a) the Provider fails to deliver the Advisory Services in accordance with the Contract or the Client's instructions and fails to remedy such breach within an additional fourteen (14) calendar days granted by the Client, provided the breach does not fall under the liability exemptions in Article VII;
b) the Provider causes damage to the Client through its performance, provided it does not fall under the exemptions in Article 7.1;
c) the Provider breaches its confidentiality obligations;
d) a competent court issues a final and binding ruling declaring the Provider bankrupt;
e) the Provider enters into liquidation.
8.4 The Provider is entitled to withdraw from the Contract if:
a) the Client is in default of any payment under the Contract for more than ten (10) calendar days. The Parties agree that the Provider is not required to issue a renewed payment demand after the payment becomes overdue, and the 10-day period is deemed reasonable;
b) the Client fails to provide the necessary cooperation required for the proper delivery of services and fails to remedy the situation within an additional ten (10) calendar days;
c) a competent court issues a final and binding ruling declaring the Client bankrupt;
d) the Client enters into liquidation.
8.5 In the event of a withdrawal from the Contract, the Provider shall hand over to the Client all documents generated for or received from the Client up to the date of termination, and the Provider remains entitled to full remuneration for all Advisory Services delivered up to that date in accordance with the Contract.
8.6 Regardless of the general notification methods outlined in these Terms, the Parties explicitly agree that a withdrawal from the Contract shall only be legally effective if delivered to the other Party in writing via registered mail to the address specified in the Contract.
Article IX: Final Provisions
9.1 If any provision of the Contract executed between the Provider and the Client conflicts with a provision of these Terms, the provision of the Contract shall prevail.
9.2 These Terms completely supersede all prior agreements, arrangements, or understandings of an identical or similar nature between the Client and the Provider.
9.3 The Parties explicitly agree that for the relationships established under the Contract, the provisions of Sections 557, 1740(3), 1799, 1800, and 1805(2) of the Civil Code shall be excluded. The Client explicitly assumes the risk of a change in circumstances within the meaning of Section 1765 of the Civil Code.
9.4 The Provider reserves the right to amend or supplement these Terms. The Provider is required to notify the Client of any proposed changes via email at least fourteen (14) days before they take effect. If the Client does not express disagreement with the proposed updates in writing or via email within fourteen (14) days from the date the new version was sent, the Client shall be deemed to have fully accepted the modifications. If the Client rejects the updates, either Party is entitled to terminate the Contract. Such termination becomes effective immediately upon delivery of the written notice to the other Party.