General Terms and Conditions
1. Introductory Provisions
1.1 These General Terms and Conditions (hereinafter referred to as the “Terms”) of BeHive Data s.r.o., Company ID No.: 22166785, with its registered office at Václavské náměstí 837/11, Prague 1, 110 00, registered in the Commercial Register maintained by the Municipal Court in Prague, File No. C 411943 (hereinafter referred to as the “Provider”), are issued in accordance with Section 1751 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “Civil Code”).
These Terms govern the mutual rights and obligations of the contracting parties arising in connection with or on the basis of individual contracts or orders, the subject of which is the provision of services or delivery of work by the Provider, in particular consulting services in the IT area, licence sales, provision of SLA services, or development of advanced analyses and strategies (hereinafter referred to as the “Agreement”), concluded between the Provider and another legal or natural person (hereinafter referred to as the “Client”).
1.2 These Terms form an integral part of the Agreement.
2. Rights and Obligations of the Provider
2.1 The Provider undertakes to perform its obligations under the Agreement with due professional care and in compliance with applicable legal regulations. In the event of breach, the Client shall be entitled to claim compensation for damages caused by such breach.
2.1 The Provider undertakes to perform its obligations under the Agreement with due professional care and in compliance with all applicable legal regulations. In the event of a breach of such obligations, the Client shall be entitled to claim compensation for any damage caused by such breach.
2.2 The Provider shall not be obliged to deliver the work, provide services, or fulfil any other obligations under the Agreement if the Client is in default with any of its obligations arising from the Agreement.
2.3 The Provider shall notify the Client in writing without undue delay of any inappropriate instructions or materials provided by the Client for the performance of the work or provision of services.
2.4 Unless agreed otherwise, the place of performance shall be the Provider’s registered office. Part of the work may also be performed remotely. In such case, the Client shall ensure remote access to its relevant systems and equipment for the entire duration of the Agreement.
2.5 If the Client is obliged to pay an advance invoice, the Provider shall not be required to commence performance of the work, provide services, or otherwise fulfil its contractual obligations until such advance invoice has been paid in full. Any agreed deadlines for completion of the work or provision of services shall be extended by the period during which the Client is in default with payment of the advance invoice.
2.6 The Provider shall be entitled to engage cooperating persons (subcontractors) in the performance of the Agreement.
2.7 The Provider undertakes to maintain confidentiality regarding all information obtained about the Client during the term of the Agreement that is not publicly available. This obligation shall survive termination of the Agreement. This shall not affect the Provider’s rights pursuant to Article 2.5 of these Terms and Conditions.
2.8 The Provider shall be entitled to refer to the fact that the Client uses the Provider’s services for promotional purposes. For this purpose, the Provider may publish the Client’s basic identification details and logo.
2.9 The Provider shall fulfil its obligation to provide services by performing them and, where applicable, delivering the results to the Client. Services shall be deemed duly provided upon signing of an acceptance protocol. Where the subject of the Agreement is the delivery of work, the work shall be deemed delivered at the moment the Provider enables the Client to use the completed work.
2.10 The Client shall, within:
- 7 days for specification, architecture design and design review,
- 14 days for a Software System,
carry out acceptance testing of the software system and/or review the documentation and, within the same period, deliver to the Provider a list of defects.
A defect shall mean any non-conformity of the deliverable or part thereof with the agreed scope of work. If no list of defects preventing approval is delivered within the specified period from submission of the deliverable for approval, the deliverable shall be deemed accepted.
The work shall also be deemed accepted if it is used by the Client for the commercial purposes for which it was created in accordance with the Agreement in continuous live operation for a period of ten (10) calendar days.
3. Rights and Obligations of the Client
3.1 The Client shall provide the Provider with all cooperation necessary for the proper performance of the Provider’s obligations, in particular by delivering all required documents, information and materials requested by the Provider that are reasonably necessary for the fulfilment of the Provider’s obligations.
3.2 If the Client is in default with its obligation under Article 3.1 of these Terms and, as a result, the Provider is unable to perform its obligations under the Agreement, the Provider shall not be deemed to be in default for the period during which the Client fails to fulfil such obligation. Any agreed deadlines shall be extended by the period of the Client’s delay.
3.3 The Client shall duly and timely pay the Provider’s remuneration for the delivery of work or provision of services.
3.4 During the provision of services, the Client shall not actively solicit or induce any consultants of the Provider who are involved in performing services for the Client to terminate their employment or other contractual relationship with the Provider, whether for direct or indirect engagement by the Client.
In the event of a breach of this obligation, the Client shall pay the Provider a contractual penalty in the amount of CZK 1,000,000 (one million Czech crowns).
4. Payment Terms and Sanctions
4.1 The Client undertakes to pay the remuneration agreed in the Agreement. The respective portions of the remuneration shall be due within fourteen (14) days from the date of issuance and/or dispatch of the invoice and shall be deemed duly paid upon crediting the Provider’s bank account no later than the final day of such period, unless agreed otherwise by the parties.
4.2 All invoices shall be sent by the Provider in electronic form to the Client’s email address specified in the Agreement and shall be deemed delivered on the date of dispatch.
4.3 If the remuneration or any part thereof is determined based on a budget estimate, such estimate shall be non-binding unless agreed otherwise by the parties. The Provider shall be entitled to increase such price by the amount of necessary and purposefully incurred additional costs, even without prior notice to the Client, provided that such increase shall not exceed 5%.
4.4 All financial amounts stated in the Agreement exclude VAT unless expressly stated otherwise. The Client acknowledges that such amounts shall be increased by value added tax in accordance with Act No. 235/2004 Coll., on Value Added Tax, as amended, or in accordance with other applicable legal regulations in force at the relevant time.
4.5 In the event of a change in the scope of the work or services provided, the remuneration shall be charged in accordance with the Provider’s offer accepted by the Client. The parties agree that the minimum billable unit under this clause shall be one commenced man-day (8 hours). Work performed shall be invoiced per each commenced man-day.
4.6 If the Client is in default with any monetary obligation under the Agreement, the Provider shall be entitled to a contractual penalty of 0.05% of the outstanding amount for each commenced day of delay. The agreed contractual penalty shall not affect or limit the Provider’s right to claim damages.
5. Term, Amendment and Termination of the Agreement
5.1 The Agreement shall enter into force and effect on the date of its signature by both contracting parties.
5.2 The Agreement may be amended by mutual agreement of the parties in the form of written addenda. The requirement of written form shall also be satisfied by legal acts carried out via email.
5.3 If the subject of the Agreement consists of services or delivery of work provided at regular recurring intervals (whether monthly or otherwise), either party shall be entitled, in relation to such part of the work or services, to terminate the Agreement in writing without cause with two (2) months’ notice. The notice period shall commence on the first day of the calendar month following the month in which the notice of termination was delivered to the other party.
5.4 The Provider shall be entitled to withdraw from the Agreement if the Client is in default with payment of an invoice or any part thereof for more than thirty (30) days after its due date. The Client shall be entitled to withdraw from the Agreement if the Provider is in delay with delivery of the work or part thereof, or provision of services, for more than thirty (30) days after the agreed deadline. Withdrawal from the Agreement must be made in writing and delivered to the other party. In the event of withdrawal, the Agreement shall terminate at the moment when the written notice of withdrawal is delivered to the other contracting party.
5.5 If insolvency proceedings are initiated against the Client, the Provider shall be entitled to withdraw from the Agreement.
5.6 Upon termination of the Agreement by valid withdrawal, the Provider shall deliver to the Client the completed part of the work no later than five (5) business days after termination of the Agreement. If such part of the work has not yet been paid for, the Provider shall issue an invoice for the outstanding amount within fourteen (14) business days after termination of the Agreement and, upon payment thereof, shall deliver the completed part of the work within five (5) business days.
5.7 Withdrawal from the Agreement shall not affect any claims for damages arising from a breach of the Agreement, dispute resolution provisions, claims for contractual penalties, or any other rights or obligations which, by their nature or under the Agreement, are intended to survive termination.
5.8 The Agreement may be terminated at any time by written mutual agreement of both contracting parties, including settlement of mutual obligations and receivables.
6. Liability for Damages
6.1 Each contracting party shall be liable for damage caused to the other party or to third parties in connection with the performance, non-performance, or breach of obligations arising from the Agreement or these Terms and Conditions.
6.2 The Client shall be liable for any damage, unauthorised interference, improper use, or inappropriate handling of the subject of the services caused by the Client, its employees, authorised representatives, or any persons to whom the Client has granted access to the subject of the services or related equipment. The Client shall reimburse all costs arising from such actions and shall pay the Provider for any out-of-scope activities performed as a result.
6.3 The Provider shall not be liable for damage caused by loss or corruption of the Client’s stored data or interruption of service provision, unless such loss, corruption, or interruption was caused by the Provider, or unless the temporary interruption was made for statutory reasons or for reasons specified in these Terms and Conditions.
6.4 The Provider shall not be deemed responsible for the consequences referred to in the preceding paragraph if they were caused by third parties, such as hackers or other entities (e.g. electricity suppliers). The Client’s right to claim damages against such third parties shall remain unaffected. The Provider shall also not be deemed responsible for such consequences if they arise due to force majeure events, in particular natural disasters, political unrest, or other objective circumstances beyond the Provider’s control and not reasonably foreseeable by the Provider.
6.5 The Provider shall not be liable for any changes (including additional costs, deadline extensions, or other impacts) caused by third-party software (e.g. defects, changes, outages, etc.). Such cases shall be treated as change requests affecting deadlines and costs, to be borne by the Client.
7. Intellectual Property Rights
7.1 If the result of the Provider’s activities constitutes a copyrighted work or another subject matter protected by intellectual property laws (hereinafter referred to as the “Work”), it shall be governed by the applicable legal regulations relating to intellectual property rights. In such case, the Client shall be entitled to use the Work only in accordance with the applicable legal provisions, the Agreement, and these Terms and Conditions. The Client may use the Work solely for the purpose arising from the Agreement. Any other use shall require the prior written consent of the Provider.
7.2 Unless agreed otherwise in the Agreement, the Provider grants the Client a non-exclusive licence to use the Work forming part of the deliverables provided to the Client. The Client shall not be entitled to grant, in whole or in part, any sublicence or assignment of the intellectual property rights granted under the Agreement to any third party. Unless agreed otherwise, the Provider shall remain entitled to exercise the rights subject to the granted licence and to grant licences to third parties.
7.3 All intellectual property rights to the Provider’s software and other (development) products, utility software, components, systems, techniques, methodologies, tools, interfaces, processes, technologies, and know-how used or created in connection with the performance of the Agreement (hereinafter referred to as the “Provider’s Intellectual Property”) shall remain vested in the Provider. The Client acknowledges that the Provider may use the Provider’s Intellectual Property in its other activities or for third parties. If the Provider’s Intellectual Property forms part of the deliverables under the Agreement, the Client shall be entitled to use it as part of such deliverables; however, this shall not affect the Provider’s rights to any further use thereof. Where the Provider’s Intellectual Property forms part of the deliverables, the Provider grants the Client a non-exclusive and non-transferable licence to use such Provider’s Intellectual Property for the duration of the relevant intellectual property rights.
7.4 The Client undertakes to provide the Provider only with authorised materials which it is entitled to use for the agreed purpose. The Client shall indemnify the Provider against any damage arising from unauthorised use of such materials.
7.5 The Provider shall be entitled to use the Client’s logo in its corporate presentation following delivery of the work. The Provider may also use a description of the implemented project for marketing purposes, subject to the Client’s prior approval.
8. Final Provisions
8.1 All communication between the Provider and the Client shall be conducted in writing. The requirement of written form shall also be satisfied by legal acts carried out via email.
8.2 By entering into the Agreement, the Client declares that it acts in the course of its business activities and not as a consumer.
8.3 Where a written notice is required to be delivered to the other party, it shall be sent to the address specified in the Agreement (unless the other party has duly notified a change of address) and shall be deemed delivered on the date of receipt or, alternatively, on the date of expiry of the applicable collection period.
8.4 Pursuant to Section 1740(3) of the Civil Code, the Provider excludes acceptance of an offer to conclude the Agreement with any amendment or deviation that does not materially alter the terms of the offer, except for completion of information requested by the Provider. In view of the fact that the Client has had the opportunity to review these Terms and Conditions prior to signing the Agreement and has understood their content, the parties agree to exclude the application of Sections 1799 and 1800 of the Civil Code.
8.5 The Provider shall be entitled to amend these Terms and Conditions unilaterally in their entirety. Any such amendment shall be published on the Provider’s website and notified to the Client by email no later than thirty (30) days prior to its effective date.
If the Client does not agree with the amended Terms and Conditions and such amendment worsens the Client’s position, the Client shall be entitled to terminate the Agreement without penalty with a notice period of thirty (30) days from the date of delivery of the notice to the Provider. The Client must notify the Provider in writing within twenty (20) days from the date of publication of the amended Terms and Conditions on the Provider’s website.
If the Client fails to deliver notice of termination within this period, it shall be deemed to have accepted the amended Terms and Conditions. The current version of the Terms and Conditions shall be available on the Provider’s website.
8.6 If any provision of the Terms and Conditions or the Agreement is found to be invalid, unlawful, or unenforceable, this shall not affect the validity, lawfulness, or enforceability of the remaining provisions. In the event of any inconsistency between the Agreement and these Terms and Conditions, the provisions of the Agreement shall prevail.
8.7 The Agreement shall be governed by these Terms and Conditions and the laws of the Czech Republic.
8.8 The Agreement and any disputes arising out of or in connection with it shall be governed by the laws of the Czech Republic and shall be resolved by the competent courts having jurisdiction at the Provider’s registered office.
8.9 By signing the Agreement, the Client grants the Provider consent to process its personal data for the purpose of necessary communication between the Client and the Provider for an indefinite period. The Provider undertakes not to disclose such personal data to any third party for purposes other than those necessary for proper performance of the Agreement without the Client’s prior written consent.
The data subject shall have the right, upon request, to be informed without undue delay of the personal data processed about them. If the data subject discovers or believes that the processing of their personal data is contrary to the protection of their private and personal life or in breach of applicable law, in particular if the personal data processed are inaccurate with regard to the purpose of processing, the data subject may request an explanation, demand that the Provider cease such conduct and remedy the situation, and, if such request is not satisfied, may lodge a complaint with the competent supervisory authority for personal data protection.
8.10 The Client undertakes to inform the Provider of any change to its identification details, in particular changes to its company name, name, registered office, correspondence details, email address, or telephone number, no later than fourteen (14) days from the date such change occurred.