General Terms and Conditions
of Raventic AI s.r.o.
Company ID: 19662157
VAT ID: CZ19662157
Registered office: Rybná 716/24, Staré MÄ›sto, 110 00 Praha 1
Registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert No. 389855
(hereinafter referred to as the "Provider")
1. Introductory Provisions
1. Raventic AI s.r.o. (hereinafter referred to as the "Provider") issues these General Terms and Conditions (hereinafter referred to as the "GTC") for the purpose of rationalizing the process of concluding certain types of contracts in a formalized manner, with a specific content, and unifying the legal regime of such concluded contracts, pursuant to § 1751 of Act No. 89/2012 Coll., the Civil Code, as amended, which will determine part of the content of the contracts.
​​2. The GTC contain both direct provisions that will determine part of the actual content of the contract, and indirect provisions that will become part of the contract by reference.​
3. Deviating provisions in the contract take precedence over these GTC.​
4. These GTC are primarily intended for concluding standard contracts:
a) for the provision of services, unless these are services for which separate GTC have been issued,
b) for the creation of a custom work, the total price of which does not exceed CZK 250,000,
c) for the provision of work results.
5. The use of any other GTC is excluded, except for and to the extent of cases expressly agreed in writing between the customer (hereinafter referred to as the "Customer") and the Provider.​​
6. The contract with the GTC constitutes a single entity and a single agreement between the contracting parties and replaces all previous contracts, agreements, orders, as well as oral and written agreements related to the subject matter of the contract.
2. Contracting Parties
1. The Provider submits to the Customer a draft contract, the content of which is partially replaced by these GTC.
2. The Customer is a legal entity to which the Provider is to provide performance based on the concluded contract in accordance with these GTC.
3. Acceptance and Inclusion of GTC
1. The GTC become part of the contract if both contracting parties agree to them. The GTC must be accepted. The same applies to their subsequent changes.
2. Acceptance of the GTC usually occurs by including the GTC in the contract to which they are attached either as an appendix or by reference in the contract. If the GTC are referenced in the contract, the Customer must be acquainted with them.
3. When concluding a contract (confirming an order) electronically, the inclusion of the GTC is made through a clear hyperlink, provided that the content of this hyperlink is retainable.
4. Definition of Terms
Terms used with a capital letter have the following meanings for the purposes of these GTC:​
1. GTC (General Terms and Conditions) define part of the content of the business relationship between the Provider and the Customer, within which the Provider provides performance to the Customer. By signing the contract, the Customer confirms that they have read and agree with the GTC and that these GTC will govern part of the contractual relationship between them and the Provider, unless otherwise stipulated in the contract.
2. The Contract is a document, or a set of documents, defining the contractual relationship between the Provider and the Customer, part of which is determined by these GTC and which includes these GTC. The contract can be concluded either by signing the document, or the set of documents by both contracting parties on one document, or the contract may consist of an offer and its acceptance. The offer can be a proposal from the Provider or an order from the Customer. In this case, the signatures of the contracting parties do not have to be on one document.
3. An Appendix to the Contract is part of the Contract. In the content of the Contract, it is only referenced with the fact that it is attached to the contract and becomes its integral part. An Appendix to the Contract can be not only contractual conditions but especially also price lists, powers of attorney, technical and other documentation, access data, passwords, etc. Regarding the way it becomes part of the Contract, the same rules apply to the appendix as to the GTC.
4. Binding unilateral declarations of one of the contracting parties, preceding the creation of the Contract, are part of the Contract regardless of whether the Contract refers to them or not.​
5. Performance refers to both the behavior of the Provider aimed at fulfilling their obligation arising from the contractual relationship with the Customer, and the property value that the Customer obtains from the Provider. The property value that the Performance represents can be provided at once at a specific defined moment (payment of the fee), but it can also have the nature of continuous or recurring Performance. Performance includes especially the creation of work, provision of service, delivery of work results, provision of right or other Performance.
6. Work means the creation of a specific thing, unless it falls under a purchase Contract, and also the maintenance, repair or modification of a thing, or activity with another result.
7. Service means qualified Performance provided by the Provider to the Customer based on the contract.
8. Work results are materials, documents, software or items that are the tangible result of the provided Services.
9. The Time of performance is the agreement on the time when the Provider is obliged to perform for the Customer. The time of performance is agreed in favor of the Provider – meaning that the Customer cannot demand Performance from the Provider prematurely, but the Provider can perform prematurely.
10. Additional work represents Performance provided beyond the scope of the Performance agreed in the contract.
11. Written form - is the form of legal action of the contracting party, captured in written or electronic form. The requirement for written form of legal action arises either from the law or from the mutual agreement of the contracting parties.
12. The expression of free, serious and definite will to conclude a Contract is understood as legally qualified action aimed at concluding the contract.
13. Notice (notification) delivered in the usual manner is a notice made in writing in paper or electronic form.
14. The Civil Code is Act No. 89/2012 Coll., as amended and effective (hereinafter referred to as "CC").
15. The Copyright Act is Act No. 121/2000 Coll., on Copyright, Rights Related to Copyright and Amendments to Certain Laws (Copyright Act), as amended and effective (hereinafter referred to as "CA").
16. Regulations on electronic signatures are especially Act No. 227/2000 Coll., on Electronic Signatures and Amendments to Certain Other Acts (Electronic Signatures Act), as amended and effective, Act No. 167/2012 Coll., amending Act No. 499/2004 Coll., on Archiving and Records Management and Amendments to Certain Acts, as amended, Act No. 227/2000 Coll., on Electronic Signatures and Amendments to Certain Other Acts (Electronic Signatures Act), as amended, and other related laws as amended and effective.
17. The right to use means the right to undisturbed use of Performance in accordance with the limitations set by the CC, CA, and the contract for the agreed period – so-called "License".
18. "Intellectual Property Rights" are all proprietary rights to the results of creative intellectual activity protected by the CC and CA, including patents, patent applications, utility models, industrial designs, trade names, trademarks, copyrights (to source software codes, documentation, data, reports, tapes, and other materials that may be subject to copyright protection).
19. Raventic Recommendations Carousel is the Provider's GitHub repository available at https://github.com/Raventic/rce-carousel-gtm-template, serving to share all documentation related to Performance and other information with the Customer.
5. Provision of Performance
1. The Provider provides the Performance defined in the contract.
2. Customer's requests for the extension of Performance beyond the scope of the subject of the contract are implemented based on the Provider's hourly or man-day rate price list.
3. Performance is provided during the Provider's business hours unless otherwise stipulated in the contract.
6. Place and Time of Performance
1. The place of Performance is the Provider's business premises, unless otherwise agreed in the contract.
2. If the Provider performs in the Customer's systems via remote access, the place of performance is the location from which the connection is made, unless otherwise agreed for a specific case.
3. The time of performance is determined according to the nature of the Performance directly in the contract.
7. Provider's Obligations
1. The Provider is obliged to provide Performance – i.e., create the Work and/or provide the service and/or work results:​
a) in accordance with applicable legal regulations;
b) in accordance with industry technical and other standards and parameters specified in the contract;
c) without defects and unfinished work, free of third-party rights;
d) at the time and place of performance stipulated in the contract;
e) in accordance with specifications and parameters according to the relevant documentation;
f) in accordance with the Customer's instructions, if agreed;
g) to be suitable for the purposes agreed in the contract and, if such purposes are not agreed or communicated by the Customer, for the purposes for which such Performance is commonly used.
2. The Provider is obliged to promptly notify the Customer in writing or by e-mail of insufficient documentation, deficiencies in the assignment, ambiguities in the specification, Performance parameters, etc., so that the Customer can remedy the situation in time.
3. The Provider shall provide the Customer with a reasonable time to inspect the Performance before its acceptance, or confirmation of the report on it if the Performance is provided based on the consumption of time and hourly or "man-day" rates.
8. Customer's Obligations
1. The Customer is obliged to provide the Provider with all necessary identification and invoicing data. During the duration of the contractual relationship, the Customer is obliged to promptly notify the Provider of changes to these data.
2. During the Performance, the Customer is obliged to provide the necessary cooperation, consisting in particular of:
a) Providing all necessary documentation upon request, in the shortest objectively achievable time, but no later than three (3) working days from the request for cooperation. If the Customer is in delay with providing the documentation, the deadlines for Performance may be extended by at least the duration of the Customer's delay.
b) The Customer is obliged to promptly notify any changes in the assignment or required parameters if any occur during the Performance. In case of a significant change, the parties may agree to change the remuneration and the time of performance.
3. The Customer is obliged to inspect and check the Performance. The Customer's obligation consists in particular of checking the quantity, type, compliance with specification parameters, criteria, and apparent defects.
4. The Customer is obliged to accept the completed Performance, free of defects and unfinished work, unburdened by the rights and claims of third parties, completed at the agreed time and place of performance, and checked according to the previous paragraph, without undue delay.
5. The Customer is obliged to pay the remuneration for the Performance agreed in the Contract under the agreed payment terms.
6. The Customer is especially obliged to:
a) use the Performance only in a manner that is in accordance with its purpose, legal regulations, these GTC, the contract, and the Provider's instructions;
b) respect the rights and protect the legitimate interests of the Provider and third parties; not to disseminate information whose content is contrary to legal regulations or these GTC, good morals, and commercial practices;
c) without undue delay, but no later than twenty-five (25) calendar days from the calendar day following the receipt of the Performance invoice, complain about incorrect invoicing, defective Performance provision, etc. Complaints are made in writing and must contain a description of the complained defect of the Performance. Complaints are handled by the Provider within thirty (30) calendar days.​
7. Complaints about the correctness of the Performance invoice do not have a suspensive effect, and the Customer is obliged to pay the remuneration in the invoiced amount and by the due date. Based on the resolved justified complaint, the settlement with the Customer will take place by:
a) offsetting the Provider's claim against the Customer's due obligation,
b) issuing a corrective tax document.
9. Handover and Acceptance of Performance
1. The handover and acceptance of Performance take place in a manner corresponding to the nature of the Performance:
a) the handover and acceptance of Performance consisting of the creation of the Work or the handover of Work results take place by publishing the work on the agreed server or by physically taking over the tangible substrate of the Work or Work results by the Customer;
b) the handover and acceptance of Performance provided by the consumption of time paid according to hourly or man-day rates take place by presenting and approving the work report;
c) the handover and acceptance of Performance defined by the expiration of the agreed period take place by the expiration of this period, provided that the Performance was not subject to complaint during the monitored period, and its renewal for another period;
2. Regarding the handover and acceptance of Performance under paragraph 1 letter a):
a) a brief Handover Protocol is drawn up, signed by the authorized representatives of the contracting parties;
b) performance is also considered handed over if the Customer has started to use it practically, even if the handover protocol has not been signed.
3. The result of the Performance assessment under paragraph 1 letter a) by the receiving party is expressed in the Handover Protocol by one of the following statements:
a) accepted
or
b) accepted with reservations (factual or formal reservations must be explicitly stated in the Handover Protocol, including the required manner and deadline for their settlement)
or
c) not accepted (if the Customer does not accept the Performance, they are obliged to explicitly state the reasons leading to this decision in the Handover Protocol).
4. If the Customer rightfully refuses to accept the Performance, the delivering party is obliged to remedy the objections stated in the Handover Protocol within fourteen (14) calendar days. After settling the objections, a new handover will take place on the agreed date. In the context of the handover and acceptance of Performance, the Customer has a maximum of two (2) rounds of comments available.
5. Persons authorized to sign the Handover Protocol for the individual contracting parties are listed in the contract or its appendix.
6. For Performances specified in paragraph 1 letters b) and c), no Handover Protocol is drawn up.
7. Unless otherwise agreed in the contract, the Customer is obliged to endure:
a) short-term interruption of Performance provision for the necessary time for maintenance and possible repairs of technical equipment;
b) suspension or limitation of Performance provision if it is prevented or limited by an objectively unavoidable event that could not have been foreseen or prevented;
c) temporary interruption or limitation of Performance provision to the necessary extent without prior notice if the Performance is used contrary to these GTC and/or the contract, and if this poses a threat to the operation of the equipment on which the Performance is provided or the equipment of third parties;
d) suspension of Performance if the remuneration under the contract is not paid,
e) limitation or interruption of Performance in other cases of violation of the GTC, contract, or legal regulations, even without prior notice, or after the ineffective expiration of the deadline, if the Customer is given a period to remedy the defective state.
10. Remuneration for Performance and Intellectual Property Rights
1. The remuneration for Performance (hereinafter referred to as "Remuneration") is agreed upon by the contracting parties in terms of the amount and currency in prices excluding VAT.
2. The Remuneration usually includes all related, purposefully incurred costs. The Remuneration does not include travel costs and external costs.​
3. The remuneration for the implementation of additional Customer requests beyond the scope agreed in the contract is determined by agreement of the contracting parties based on the scope of the Performance, its functions, and properties using the Provider's service price list.
4. A change in the amount of remuneration can only be made by agreement of the contracting parties on the amendment of the contract.
5. The remuneration usually includes the provision of a non-exclusive, possibly exclusive License, i.e., the right to use the Performance (Work) for the entire duration of its copyright protection unless the contract contains a different provision.
6. The provision of the previous paragraph does not apply to software used for the creation and/or operation of Performance and to any third-party software used (so-called external costs). The right to use third-party software is generally governed by additional contract provisions according to the specific case.
10. Payment Terms
1. The Customer shall pay the remuneration for the provided Performance according to the payment schedule agreed in the contract.
2. The Customer shall pay the remuneration based on a tax document (invoice) containing the requirements stipulated by generally binding legal regulations, issued and delivered to the Customer usually within three (3) calendar days from the decisive moment agreed in the contract from which the Provider is entitled to invoice.
3. The tax document (invoice) is due within fourteen (14) calendar days from its delivery to the Customer, unless otherwise agreed in the contract.
4. Tax documents (invoices) are issued by the Provider, unless otherwise agreed in the contract, only in electronic form in accordance with the provisions of § 26 paragraphs 2) and 3) of Act No. 235/2004 Coll. on Value Added Tax, as amended and effective, and sent by e-mail to the agreed e-mail address (or more addresses), or to the Customer's data box in the form of a postal data message.
5. Payments are made by the Customer by bank transfer to the Provider's account specified in the contract header.
6. The Customer's obligation to pay the remuneration properly and on time is fulfilled by crediting the invoiced amount to the Provider's account specified in the contract header.
7. In the case of payment from abroad, the Customer is obliged to cover all bank fees so that the full amount for the provided services is credited to the Provider's account.
8. If the Customer is in default with the payment of the remuneration, they may be charged interest on late payment agreed in the contract, at least the interest on late payment stipulated by the CC.
9. Overpayments resulting from incorrect or multiple payments for the provided Performance are returned to the Customer if their amount exceeds CZK 100 (in words: one hundred Czech crowns).
11. Liability for Defects, Warranty
1. The Provider is liable for defects in the Performance that the Performance (or its relevant part) has at the time of acceptance by the Customer, even if the defect becomes apparent only later. The Provider is liable for a defect that arises after this time if it was caused by a breach of their obligations. A defect caused by them and properly claimed will be remedied at their expense.
2. If the Customer requests the identification and removal of a defect in the Performance, and it is found after the analysis of the causes that it is not caused by a breach of obligations and is not a warranty defect, the time spent on the analysis of the causes of the defect and the removal of such defect will be invoiced to the Customer. The Customer is obliged to pay the invoiced amount.
3. A defect in the Performance is not an error in the content resulting from incorrect documentation provided by the Customer.
4. If the Performance has defects, the Customer is entitled to demand their removal by repair if the defects are removable, otherwise by replacement
5. If the defects in the Performance are not removed in the manner required by the Customer even within a reasonable additional period, or if the Customer receives a notice that the defects will not be removed, or if the defects are irremovable, the Customer is entitled to withdraw from the contract or demand an appropriate discount on the remuneration for the Performance.​
6. The Provider guarantees that their Performance complies with the tender documentation, the contract, including all specifications and criteria. If such specifications are not available, the Performance complies with generally accepted procedures and standards, practices, and is suitable for use for the purposes for which it is intended. Furthermore, the Provider guarantees that the Performance will retain the agreed functionalities, properties, and performance for the agreed warranty period.
7. The warranty period, where applicable considering the nature of the Performance, is two (2) months and begins on the calendar day following the acceptance of the Performance by the Customer.
8. The warranty does not cover cases where the defect in the Performance:
a) was caused by unauthorized and/or unprofessional intervention by the Customer or a third party not involved in the implementation of the Performance under this contract,
b) was caused by the Customer making modifications to the Performance that are contrary to this contract,
c) was caused by neglecting the prescribed maintenance or procedures by the Customer.
12. Sanctions
1. If the Performance is not provided at the agreed time, then, without prejudice to any other rights available to the contracting parties, the affected party has the right to:
a) demand interest on late payment or a contractual penalty agreed in the contract;
b) refuse any subsequent Performance attempted by the other party;
c) claim non-charging of remuneration or a discount for the time during which the provision of Performance was temporarily refused due to non-payment of remuneration;
demand compensation for expenses reasonably incurred in connection with the Performance;
e) demand compensation for additional costs, damages, or expenses incurred by the affected party, which can reasonably be assumed to have arisen as a result of non-delivery of Performance at the agreed time;
f) withdraw from the contract or part thereof.
13. Compensation for Non-Property and Property Damage
1. If the circumstances of the case require it, each contracting party is obliged to act in such a way as to prevent unjustified harm to the property of the other party. In the context of this preventive obligation, the contracting parties are obliged to especially respect mutual assignments, instructions, and recommendations that are significant concerning the Performance of the subject of the contract.
2. Damage is compensated by restoring the previous state.
14. Confidentiality of Information
1. The contracting parties are obliged to ensure the protection of obtained or shared confidential information in the manner customary for the protection of such information unless expressly agreed otherwise. This obligation applies regardless of the termination of the contract.
2. The right to use confidential information is granted to both contracting parties only to the extent and under the conditions necessary for the proper fulfillment of the rights and obligations arising from the contract.
3. Confidential information is, regardless of the form of its capture, all information that has not been designated as public by either contracting party and that concerns the contract and its subject matter. In particular, information about the rights and obligations of the contracting parties, as well as information concerning one of the contracting parties (information about their activities, structure, economic results, know-how), or information for which a special regime of secrecy is stipulated by legal regulations (especially trade secrets, business secrets, state secrets, banking secrets, service secrets, etc.).
4. Confidential information does not include facts that are notoriously known, information that has become publicly accessible independently of the will and actions of the Customer or the Provider.
5. Information subject to the regime of protection of confidential information may not be disclosed to a third party without the prior written consent of the other contracting party. An exception is only cases where this obligation is imposed by generally binding legal regulations.
15. Non-Competition Agreement
1. None of the contracting parties is entitled, without the prior written consent of the other contracting party, to employ the employees of the other contracting party directly or indirectly for the duration of the contract and six (6) months after the termination of the contract, either in entities in which they have a decisive financial, property, or other participation, or other intermediary entities.
2. An employee of the other contracting party is considered to be a person who was in an employment or similar relationship with the other contracting party at the time of the contract's validity.
16. Delivery
1. All communications will be sent by registered mail, courier service, or e-mail to the address of the respective contracting party stated in the contract, or to the address that this contracting party notifies the other party in writing for these purposes.
2. Communications sent by e-mail do not require explicit written confirmation from the receiving party. Electronic confirmation of reading the communication is considered confirmation of receipt. Electronically signed communications will be considered as written form unless otherwise agreed by the contracting parties.
17. Severability Clause
1. If any provision of the contract becomes invalid or ineffective, it does not affect the remaining provisions of the contract, which remain valid and effective. In this case, the contracting parties undertake to replace the invalid/ineffective provision by agreement with a new valid/effective provision that best corresponds to the originally intended economic purpose of the invalid/ineffective provision. Until then, the corresponding provisions of generally binding legal regulations of the Czech Republic apply.
18. Force Majeure
1. Force majeure is a particularly qualified event objectively unforeseeable and objectively unavoidable under the given conditions.
2. No contracting party is responsible for the non-fulfillment of their obligations arising from the contract due to reasons mentioned in the previous paragraph.
19. Dispute Resolution
1. The contracting parties will resolve all disputes arising from legal relationships established by the contract to which these GTC are attached amicably.
2. If the dispute cannot be resolved amicably, each contracting party has the right to assert their claim before the competent general court.
20. Governing Law, Conflict of Law Provisions
1. The contractual relationships established by the contract and these GTC are governed by the legal order of the Czech Republic, excluding conflict of law rules.
2. The reference to different GTC by the Provider and the Customer excludes the creation of a contract.
21. Validity and Effectiveness of GTC
These GTC come into force and effect on January 1, 2023.