General terms and conditions
Scope of application
- These general terms and conditions apply to all business relations between UBK s.r.o. (hereinafter referred to as “UBK”) and the client, as far as the client is an entrepreneur in the sense of §14 BGB or a legal entity under public law.
- The UBK s.r.o. (UBK) offers companies support in the design, development, implementation and operation of products and solutions in the field of e-commerce, software and hosting.
- UBK does not recognise any terms and conditions that are contrary to or deviate from these GTC, unless the validity of these GTC is expressly agreed. This also applies if the submission or acceptance of the client’s offer is made with reference to the priority validity of his own GTC.
- The current version of these General Terms and Conditions shall also apply to all future business transactions with the client. The respective valid version is available on request or at www.ubk.cz
Quotation / Prices
- At the client’s request, UBK will prepare a cost estimate for the services to be performed.
- No responsibility is taken for the correctness of the cost estimate. Deviations of up to 20% are possible.
- All services not mentioned in a cost estimate will be performed in agreement with the client or on the client’s instructions and will be invoiced separately according to the actual expenditure.
- If the services are not feasible without significantly exceeding the cost estimate (>20%), UBK shall inform the client in due time. The client may terminate the contract for this reason. UBK shall be entitled to remuneration for the services agreed upon and rendered until then. A claim for compensation exists for expenses that are not included in the remuneration.
- All prices are Euro prices, unless otherwise stated.
Offers, conclusion of contract
- The contract is concluded by means of the client’s confirmation of the offer or confirmation of the order by UBK.
- A certain form, especially written form, is not required.
- Offers made by UBK are subject to change, unless otherwise stated. UBK shall be bound by fixed price offers for two weeks, the time of submission of the offer being decisive.
- The client shall not be granted any property rights or rights of use to drawings, drafts, layouts, software and other materials and documents that are handed over in the context of offers and contract negotiations. The transfer to third parties requires the express consent of UBK.
- The prices agreed upon are only valid for the respective contract concluded
- The contracting parties shall designate to each other contact persons who shall bindingly coordinate all questions concerning the implementation of the contract. In the event of loss due to vacation, illness, etc., substitute persons are to be named. The parties must inform each other immediately of any changes in the persons named. Until receipt of such notification, the previously named contact persons shall be deemed to be entitled to make and receive declarations within the scope of their previous power of representation.
- The contact persons shall communicate at regular intervals and in the event of concrete requirements about the progress of the project or obstacles in the implementation of the contract.
- UBK will provide the client with a confirmation of the exchange of information and the agreements of the contact persons in the form of a meeting protocol. The confirmation is binding for the agreements of the parties, unless one of the parties objects immediately upon receipt or knowledge.
- The details of the service to be provided by UBK for the client are stated in the service description of the respective offer.
- Without a separate agreement, UBK is not obliged to release interim results, drafts, source files, etc. leading to the contractual performance.
- UBK is entitled to provide partial services, as far as these are reasonable for the client.
- In the absence of a separate agreement, the patent, sample, copyright and trademark protection or registration of the ideas, suggestions, proposals, concepts, drafts and other services provided within the scope of the contract shall not be owed.
- The client supports UBK in the fulfilment of its contractual obligations. This includes in particular the timely provision of information, materials, data (“contents”) as well as hardware and software, as far as the client’s cooperation services require it.
- Content to be provided by the client shall be made available in a common, directly usable, digital standard format. A list of the formats processed by UBK in this sense can be requested. If a conversion of the contents provided by the client into another format is required, the client shall bear the costs incurred for this according to the usual hourly rates of UBK.
- If the client realises that his own information, requirements or contents are incorrect, incomplete, ambiguous or impracticable, he shall immediately inform UBK of this and the consequences thereof.
Changes in services
- If the client wishes to change the contractually determined scope of services, he/she shall inform UBK in writing. UBK will examine the client’s request for change and its effects on the existing agreement. This examination shall be remunerated according to UBK’s usual hourly rate.
- UBK shall inform the client of the result of this examination. This will either include a detailed proposal for the implementation of the requested change or an explanation as to why the requested change cannot be implemented.
- If the change is feasible according to the result of the test, the contracting parties will agree on the content of the proposal for the implementation of the requested change. If an agreement is reached, the contract will be amended in this respect. If no agreement can be reached, the original scope of services will be retained.
- Agreed deadlines will be postponed, if and insofar as they are affected by the amendment procedure, taking into account the duration of the examination, the vote on the amendment proposal and, if applicable, the amendment work to be carried out, plus an appropriate start-up period. UBK shall inform the client of the new deadlines.
- If UBK wishes to change the contractual scope of services, it shall inform the client in writing and submit a proposal for implementation.
- Upon request by UBK, the client is also obliged to release drafts and interim results, provided that these can be reasonably assessed.
- Requests for changes after release constitute a change in service.
Access to the electronic project pool
- UBK operates electronic project pools that can be accessed via the Internet. On request, the client receives an individual password, which allows access to the respective project tool. The client may not disclose the password to third parties and must keep it carefully in order to prevent misuse.
- The client is obliged to inform UBK immediately if the password has been lost or if he/she becomes aware that unauthorised third parties have gained knowledge of the password. Unless the client provides evidence that a third party has used the access to the project tool without his consent, all statements made about the access shall be attributed to the client.
- UBK is not responsible for delays in performance due to circumstances within the client’s sphere of responsibility (e.g. failure to provide cooperation services on time) and force majeure (e.g. strike, lockout, general telecommunication disruptions). Such circumstances entitle UBK to postpone the provision of the services concerned for the duration of the hindrance plus a reasonable start-up time. UBK shall notify the client of any delays in performance due to force majeure.
- If the assertion of the client’s rights requires the setting of a reasonable grace period, this shall be at least two weeks.
- UBK grants the client the right, subject to the condition precedent of full payment of the agreed remuneration for the services rendered, to use the services for the purposes underlying the contract to the extent agreed in the contract. Unless otherwise agreed, the use is limited to the territory of the Federal Republic of Germany.
- If the client wants to use the work designed by UBK, in whole or in part, beyond the originally agreed purpose or scope, a separate fee agreement to be made in advance is required for the compensation of the rights of use.
- A transfer of the rights of use or the granting of sublicenses is only permitted if it is expressly agreed in writing or results from the purpose of the contract.
- Without separate permission, the customer is not entitled to change or process the services provided. Changes and processing necessary to achieve the purpose of the contract are excluded from this.
- The client is obliged to name UBK on the completed work and its copies as the realising agency with a link to the homepage http://www.weloveit.software/.
- Proposals of the client or his other cooperation have no influence on the amount of the remuneration.
- If the plant or items belonging to the execution of the contract are shipped at the request of the customer, the risk of accidental loss or accidental deterioration shall pass to the customer upon its handover to a forwarding agent or carrier, but at the latest when it leaves the plant or warehouse. This transfer of risk is independent of whether the shipment is made from the place of performance.
- If the dispatch route and means of transport have not been agreed upon individually, UBK may choose the most favourable variant for the dispatch route and means of transport. UBK shall take into account the client’s readily identifiable interests when making this choice.
- If the client requests special packaging, he shall bear the additional costs arising from this.
- UBK will usually order external services necessary for the fulfilment of the order in the name and for the account of the client.
- The client is obliged to grant UBK the necessary powers of attorney upon request and to provide power of attorney documents.
- If a fixed remuneration has been agreed upon, UBK is entitled to charge advance payments for self-contained and independently usable parts of the agreed service.
- In the case of an order amount of € 10,000.00 or more, UBK can demand a first down payment of 30% of the order amount from the client immediately after the assignment. From an order sum of 20.000,- € on, the client is obliged to make such a down payment, unless otherwise agreed upon.
- If the remuneration is based on the time spent, the respective valid remuneration rates of the UBK are applicable, unless otherwise agreed. These are available on request. UBK calculates the services rendered in man-days. One person day corresponds to eight working hours. The smallest billing unit is a quarter of an hour.
- All contractually agreed fees are exclusive of packaging and shipping and plus the applicable statutory VAT.
- If the remuneration is based on time spent, the client shall bear any expenses, out-of-pocket expenses, travel expenses incurred by UBK in the course of the execution of the order.
- Cost estimates of the UBK are non-binding with regard to later invoicing, unless otherwise agreed.
- If it is foreseeable that the actual costs exceed the costs estimated by UBK in writing by more than 15%, UBK shall immediately inform the client of this fact.
- Invoicing shall be carried out retroactively at the end of the month, unless otherwise contractually agreed.
Terms of payment, right of retention, offsetting
- Unless otherwise expressly agreed, all services are to be rendered in cash and without discount within 14 days of the invoice date. With regard to the prerequisites and the consequences of default, the statutory regulations shall apply.
- Offsetting against counterclaims is only permissible if these are undisputed or have been legally established. In addition, the customer may set off against a counterclaim which has taken the place of a right of retention to which he is entitled under this contractual relationship.
- The customer’s right of retention is limited to the same contractual relationship and, in the case of defects, only in the amount of three times the expenses required to remedy the defects. However, the customer may exercise his right of retention on the basis of undisputed or legally established claims.
Claims for defects
- The customer has a claim to subsequent performance in the event of a defective delivery. UBK is obliged to provide supplementary performance either in the form of removal of defects or delivery/production of a new, defect-free item, at its discretion. In case of a replacement delivery, the client is obliged to return the defective item.
- If the supplementary performance fails, the customer may, at his discretion, reduce the price or withdraw from the contract without notice. This also applies if UBK refuses to provide subsequent performance or if subsequent performance is unreasonable for the client.
- The limitation period for claims for defects is one year.
- In case of intent, UBK is liable without limitation. In cases of gross negligence and simple negligence in the violation of essential contractual obligations, as well as in the case of claiming damages instead of performance, UBK is liable for the typically occurring, foreseeable damage. Otherwise, liability for slight negligence is excluded.
- The liability from the assumption of a guarantee or a procurement risk, from delay, due to damages to life, body and health, according to the product liability law and mandatory legal regulations remains unaffected.
- The above provisions also apply to the personal liability of employees, representatives and vicarious agents.
- The customer shall be liable in accordance with the statutory provisions.
- UBK is not responsible for materials and contents provided by the client. UBK is not obliged to check the materials and content for possible legal violations, but shall inform the client in good time of any significant risks that it believes are easily identifiable.
- In the event that a claim is made against UBK based on the materials and contents provided by the client, the client shall indemnify and hold UBK harmless.
- In the event that UBK suffers damage due to the client’s materials or content, the client shall be liable for this damage to UBK.
- The client is obliged to compensate UBK for any damage (expenses, compensation) resulting from incorrect or improper use (hacking, phishing, spamming, etc.) of the systems provided.
Retention of title
- All delivered services remain the property of UBK until all monetary claims of UBK arising from its business relations with the client have been met in full, even if payments have been made for the specific service.
- The client shall immediately inform UBK in case of enforcement measures in the matter.
Confidentiality, reference designation
- The contracting parties agree to maintain confidentiality regarding the content and the conditions of each contract and the knowledge gained during its execution.
- Confidentiality also applies beyond the termination of the contractual relationship.
- If a contracting party so requests, the documents handed over by it shall be returned to it after termination of the contractual relationship, unless the other contracting party can claim a legitimate interest in these documents.
- Press releases, information, etc., in which one party to the contract refers to the other party to the contract are only permissible after prior written agreement – also by e-mail. Irrespective of this, UBK may name the client on its website or in other media as a reference client and may copy and distribute the services provided within the scope of self-promotion, as well as publicly reproduce and refer to them for demonstration purposes, unless the client can claim a conflicting legitimate interest.
- The customer is advised that unencrypted e-mails are an open medium. UBK assumes no liability for the confidentiality of e-mails. At the client’s request, communication can be conducted via encrypted e-mails.
- UBK is entitled to electronically store the data relating to the specific order and to process and use this data for operational purposes in accordance with the statutory provisions.
- The transfer of data to third parties is permitted if and to the extent that this is the subject matter of the contract, e.g. when registering domains or similar.
- The place of performance is the place of the UBK s.r.o. branch office.
- The exclusive place of jurisdiction for all legal disputes arising directly or indirectly from the contractual relationship, as well as about its creation and effectiveness, is Plzeň. This also applies to disputes arising from documents, bills of exchange and cheques concerning the contractual relationship. However, UBK has the right to take legal action against the client before the court at his place of residence or business.
- All legal issues arising from the order and its execution shall be governed by Czech law, excluding the United Nations Convention on Contracts for the International Sale of Goods.
- If for any reason one or more individual provisions of these General Terms and Conditions are invalid, the validity of the remaining provisions shall not be affected. Insofar as these GTC contain loopholes, these loopholes shall be filled by a provision that takes into account the economic purpose of the contract.