General Terms and Conditions
Article 1: Introductory Provisions
1.1 The company ui42 s.r.o., with its registered office at Haydnova 20/B, 811 02 Bratislava, ID No.: 35 713 003, registered in the Commercial Register of the District Court Bratislava I, section Sro, insert No. 14226/B (hereinafter referred to as "ui42 company") issues these General Terms and Conditions of ui42 company for the provision of services (hereinafter referred to as "GTC" or "Conditions"). The GTC regulate the legal relationships between the ui42 company and third parties as its clients concerning the provision of services by the ui42 company. The GTC are an integral part of the contractual relationship between the ui42 company and its client or the client of its authorized contractual partner and are published and available in written form at the premises of the ui42 company and in electronic form on the website www.ui42.sk.
1.2 The GTC are binding for all contractual parties, i.e., participants in the contractual relationship and are based on generally binding legal regulations valid in the Slovak Republic, such as the Commercial Code, Civil Code, and international treaties or agreements and customs.
Article 2: Definitions of Terms
2.1 Services mean especially the following services and works provided or performed by the ui42 company for the Orderer based on their order:
- creation of designs, implementation, maintenance, upgrade, and update of websites,
- web hosting services with the provision of additional services,
- support services,
- programming services.
The scope and type of Services are precisely defined in the Contract and/or Order.
2.2 Product means a specific result of the provided Service in relation to a specific Orderer, it is especially a website or presentation, computer program, or application. The Product specification is stated in the Contract.
2.3 Orderer means a client of the ui42 company or a client of its authorized contractual partner, to whom the ui42 company has committed to provide Services based on the Contract.
2.4 Order means a written order of Services drawn up by the Orderer and accepted by the ui42 company, which has the form and content requirements set by the ui42 company.
2.5 Contract is a contract for the provision of work and services or any similar contractual relationship between the ui42 company and the Orderer, concluded in written form, based on which the ui42 company provides Services to the Orderer; an integral part of the Contract, unless the Contract specifies otherwise, are the GTC and possibly the GLC and the Order.
2.6 Contractual parties mean the ui42 company and the Orderer together, Contractual party means either of them.
2.7 GLC are the General Licensing Conditions of the ui42 company, which are issued by the ui42 company and which regulate the legal relationships between the ui42 company and third parties concerning the use of copyright and industrial property rights owned by the ui42 company. The GLC are published and available in written form at the premises of the ui42 company and in electronic form on the website www.ui42.sk.
2.8 Commercial Code means Act No. 513/1991 Coll. Commercial Code in its valid wording.
2.9 Civil Code means Act No. 40/1964 Coll. Civil Code in its valid wording.
2.10 Price List means the price list of Products and Services of the ui42 company.
Article 3: Rights and Obligations of Contractual Parties
3.1 Unless otherwise stated in the Contract, the ui42 company is not authorized to provide and further distribute the Product or the materials received from the Orderer when providing Services or for the creation of the Product.
3.2 The ui42 company undertakes to provide Services and perform work on the Product according to the agreed schedule properly and in the required quality.
3.3 The Orderer undertakes to supply the ui42 company with materials for the provision of Services and the performance of work on the Product in the format and according to the schedule agreed in the Contract and/or Order and to provide the ui42 company with the necessary cooperation.
3.4 The Orderer undertakes to pay the ui42 company the agreed price for the provided Services and/or created Product.
Article 4: Duration of the Contract, Termination of the Contract
4.1 The Contract is concluded for an indefinite period with effect from the date of its signature by authorized representatives of both Contractual parties, unless otherwise stated in the Contract.
4.2 The Contract may be terminated:
4.2.1 By written agreement of the Contractual parties;
4.2.2 By written notice of either of the Contractual parties with a three-month notice period, which begins to run from the first day of the following calendar month after the delivery of the written notice. During the notice period, the Contractual parties undertake to ensure the smooth fulfillment according to the Contract, unless agreed otherwise;
4.2.3 By withdrawal from the contract by either of the Contractual parties, if the other Contractual party breaches its obligations under the Contract in a substantial way.
4.3 Written notice or written notification of withdrawal from the Contract must be delivered to the other Contractual party at its address stated in the Contract, or to another address of this Contractual party, which this Contractual party will notify the other Contractual party in writing.
Article 5: Price for Services and Product
5.1 The price for Services and/or Product is determined by agreement in accordance with Act No. 18/1996 Coll. on prices in its valid wording. The exact amount of the price is stated in the Contract. In the case of recurring performance and when the hourly price stated in the Contract, an overview of the work performed during the given billing period will be attached to the invoice.
5.2 Unless expressly stated otherwise, all prices in the Contract, Order, attachments, and the Price List are stated without VAT.
5.3 The ui42 company reserves the right to change the Price List, however, it undertakes not to change the price in relation to the Orderer to a higher one than it charges other customers for comparable services.
5.4 The ui42 company undertakes to review the Price List at least once a year.
5.5 The validity of the new Price List begins on the day of its publication on the website www.ui42.sk.
5.6 The change of the Price List has no effect on previously accepted Orders, unless otherwise stated therein.
Article 6: Payment Conditions
6.1 The Orderer undertakes to pay the ui42 company the agreed prices based on invoices issued by the ui42 company no later than 14 days from the date of their delivery.
6.2 In case of delay of the Orderer with the payment of the invoiced amount, the ui42 company is entitled to demand from the Orderer the payment of interest on late payment at the rate of 0.05% of the due amount for each day of delay, and in case of delay exceeding 30 days, the ui42 company is entitled to temporarily, until the payment of the invoiced amount, suspend further provision of Services or performance of work, while in such a case all agreed deadlines for completion and delivery of work are appropriately postponed.
6.3 Unless otherwise stated in the Contract and the schedule for the provision of Services or performance of work on the Product does not exceed one month, the ui42 company will issue an invoice for the agreed price after the provision of Services or after the acceptance of the created Product by the Orderer.
6.4 Unless otherwise stated in the Contract and the schedule for the provision of Services or performance of work on the Product exceeds one month, the total amount according to the Contract is divided into two parts in the ratio of 75% and 25%. The first part amounting to 75% of the total sum is divided proportionally for the entire duration of the provision of Services or performance of work on the Product according to the schedule and the ui42 company issues monthly invoices with amounts corresponding to the share of work performed for the given month on the total work. The ui42 company will issue an invoice for the remaining part amounting to 25% of the total sum after the acceptance of the Product by the Orderer. If the Orderer does not provide comments on the delivered subject of the contract within 10 working days, the Supplier may invoice the remaining sum.
Article 7: Delivery, Complaints
7.1 The ui42 company will provide Services or deliver the Product to the Orderer at the time, place, and form stated in the Contract.
7.2 The Orderer will provide the ui42 company with the necessary materials for the provision of Services or performance of work on the Product at the time, place, and form stated in the Contract and/or Order. If the materials do not meet the specification or are delivered after the deadline stated in the Contract and/or Order, the ui42 company is entitled to appropriately postpone the date of provision of Services or delivery of the Product.
7.3 The Orderer and the ui42 company will write a separate acceptance protocol for the delivery of the Product, which forms an annex to the last invoice issued based on the respective Order.
7.4 The ui42 company undertakes to adjust or repair the delivered Product according to the requirements of the Orderer specified in the specification of work and services. If the Product does not meet the specification of the Orderer even after adjustment or repair, or is not delivered within the agreed term for reasons on the side of the ui42 company, except for cases of force majeure that occurred on the side of the ui42 company, the Orderer has the right to cancel the individual Order, or to accept the Product and claim a discount on the price proportional to the delay in delivery of the Product.
7.5 In case of a technical failure that prevents the ui42 company from providing Services or delivering the Product to the Orderer at the agreed time, the Services or Product will be delivered by an alternative method by mutual agreement at the expense of the Contractual party where the technical failure occurred.
Article 8: Liability for Damage, Warranties
8.1 Liability for damage is governed by the relevant provisions of the Commercial Code.
8.2 The ui42 company provides a warranty on the functionality of the Product. Errors of the Product that do not correspond to the Specification stated in the Contract and/or Order, detected within 12 months after its delivery, the ui42 company will remove immediately at its own expense. Unless otherwise stated in the Contract, no other warranty is provided on the Product. The risk arising from the use of the Product is borne by the Orderer, who is also responsible for any infringement of copyright, industrial property rights, and other rights of third parties, if such infringement of rights occurred as a result of the use of materials provided to the ui42 company by the Orderer.
8.3 The ui42 company will in no case be liable for any special, incidental, or consequential damages of any kind (including, but not limited to, damages from loss of business profits, interruption of business, loss of business information, or any financial damage) that result from the use or inability to use the Product, even if the ui42 company was advised of the possibility of such damage.
Article 9: Common Provisions
9.1 Any disputes that arise between the Contractual parties, the Contractual parties undertake to resolve primarily by mutual negotiation with the aim of resolving the dispute by agreement. If the Contractual parties fail to reach an agreement on the subject of the dispute, any of the Contractual parties is entitled to submit a proposal for the resolution of the dispute to the competent and local court in the Slovak Republic.
9.2 All notifications and other actions including legal acts that are to be made in writing according to the Contract or relevant legal regulations or will be made in writing, will be delivered to the other Contractual party in person or by registered mail to the last known address of this Contractual party. The Contractual parties have agreed that if the addressee refuses to accept the shipment or if the shipment is returned to the sender as undelivered, it is considered that the shipment was delivered on the second day after the day of its dispatch.
Article 10: Final Provisions
10.1 In the event that any provisions of these Conditions become wholly or partially invalid, ineffective, or unenforceable, this does not affect the validity and effectiveness of the other provisions. Instead of invalid, ineffective, and unenforceable provisions, the provisions of the relevant legal regulations shall be applied.
10.2 The ui42 company reserves the right to change and supplement these Conditions, and it will immediately inform clients of the changes by publishing the changes on the website www.ui42.sk with the date from which these changes take effect.
10.3 The Conditions take effect no earlier than 5 days from the date of their publication according to point 10.2 of these Conditions.
10.4 Deviating provisions of the Contract take precedence over these Conditions. The effect of these Conditions or their part can only be excluded by a written agreement of the Contract participants.
These Conditions take effect from February 1, 2006.
