Terms of service

Effective 23 September 2026 · Version 2026-02

MORELESS s.r.o., Company ID 21477558, VAT ID CZ21477558, registered office Uralská 689/7, Bubeneč, 160 00 Prague 6, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 402516 (the Provider). These Terms form an integral part of every quotation that refers to them. The Czech version is binding. This English version is for information.

1. Introductory Provisions

1.1These General Terms and Conditions (the "Terms") govern the rights and obligations between the Provider and the Customer in connection with the supply of goods, software development and the provision of services.
1.2The Terms become part of the contract by being attached by the Provider to the Quotation pursuant to Section 1751(1) of Act No. 89/2012 Coll., the Czech Civil Code. Each Quotation states the version of the Terms that applies to it.
1.3Deviating provisions contained in the Quotation or in the contract prevail over these Terms.
1.4The Provider may amend the Terms. A new version applies to Quotations issued from its effective date. Concluded contracts remain governed by the version in force on the date of their conclusion. The exception is an amendment of the Terms for recurring services under paragraph 8.6.
1.5These Terms apply exclusively between entrepreneurs acting within the scope of their business activity. The Provider does not enter into contracts with consumers on the basis of these Terms.

2. Definitions

Provider: the company identified in the heading of these Terms.
Customer: an entrepreneur to whom the Provider has issued a Quotation or with whom the Provider has concluded a contract.
Quotation: a written offer to conclude a contract, setting out the scope of performance, the price and the period of its validity.
Work: the output of the Provider's activity under the Quotation, in particular goods supplied, software created or works performed.
Acceptance: the Customer's written confirmation that the Work conforms to the agreed scope, or the situation in which the Work is deemed accepted under paragraph 5.4.
Custom Parts: the parts of the Work which the Provider created specifically for the Customer. They do not include third-party software, open-source components or the Provider's own reusable components.
Website: the custom-made Work which the Quotation labels as a "website", "web pages" or a "web presentation" ("web", "webové stránky", "internetové stránky" or "webová prezentace" in the Czech version). If the Quotation so labels only part of the Work, only that part is a Website. The technical solution of the Work is irrelevant. The label "web application" ("webová aplikace" in the Czech version) does not make the Work a Website.
Application: the custom-made Work or any part of it which is not a Website. Where the Quotation does not reliably show whether the Work is a Website, it is an Application.
Source Code: a computer program in the human-readable form in which the Provider creates and modifies it. Where the Provider created them for the Work, the Source Code also includes build and deployment scripts, configuration without passwords, keys and other access credentials, database schemas and migrations, and automated tests.

3. Conclusion of the Contract

3.1The contract is concluded when, within the validity period of the Quotation, the Customer delivers to the Provider a purchase order or a written acceptance of the Quotation, or signs the acceptance page of the Quotation.
3.2A purchase order containing additions, reservations or other modifications of the Quotation is deemed a new offer made by the Customer. Acceptance of the Quotation with an addition or a deviation within the meaning of Section 1740(3) of the Czech Civil Code is hereby excluded in advance. In such a case the contract is concluded only upon the Provider's written confirmation.
3.3If the contract is not concluded within the validity period of the Quotation, the Quotation lapses without further notice. The Provider is not obliged to maintain its terms.
3.4If the Customer refers to its own terms and conditions which conflict with these Terms, the contract is concluded with the content determined to the extent that the two sets of terms do not conflict (Section 1751(2) of the Czech Civil Code). The provisions of the Quotation prevail over both sets of terms. The Provider may exclude the conclusion of such a contract, no later than without undue delay after the exchange of the parties' expressions of will. In that case no contract is concluded.

4. Price and Payment Terms

4.1The price is stated in the Quotation in Czech crowns. Prices are always stated exclusive of value added tax. Value added tax is added to the price at the statutory rate applicable on the date of the taxable supply.
4.2Unless agreed otherwise in the Quotation, invoices are payable within 14 days of issue. An invoice is also deemed delivered when sent to the Customer's electronic address.
4.3In the event of late payment the Provider is entitled to statutory default interest at the rate set by Czech Government Regulation No. 351/2013 Coll.
4.4If the Quotation provides for milestone billing, the Provider issues an invoice upon completion of each milestone. The sum of the milestones always equals the total price.
4.5Work beyond the agreed scope is performed only upon prior written approval of its scope and price. Unless agreed otherwise, it is charged at the hourly rate stated in the Quotation.
4.6The Customer is not entitled to set off its claims against claims of the Provider without the Provider's written consent.
4.7In the event of the Customer's default in payment the Provider is entitled, in addition to default interest, to compensation of the costs of recovering the receivable of no less than CZK 1,200 per receivable pursuant to Section 3 of Government Regulation No. 351/2013 Coll. The right to compensation of higher costs reasonably incurred remains unaffected.
4.8The Provider charges goods and third-party licences according to the price of the manufacturer or distributor applicable on the day on which it orders them. The price in the Quotation is based on the price applicable on the day the Quotation was issued. If the price on the day of the order is higher, the Provider shall notify the Customer before placing the order and document the difference. The Customer may withdraw from the contract in writing in respect of the affected goods or licence within 5 business days of the notification, otherwise the increased price applies. In that case the Provider refunds the advance payment attributable to the affected goods or licence within 10 days of delivery of the withdrawal. If the price on the day of the order is lower, the Provider charges the lower price.

5. Delivery, Handover and Cooperation

5.1The deadlines stated in the Quotation are binding provided that the Customer provides cooperation to the extent set out in the Quotation or in these Terms. As soon as the Provider finds that it will not meet an agreed deadline, it shall notify the Customer without undue delay, stating the reason and the new expected deadline. The notice by itself does not extend the deadline.
5.2The Customer shall in particular provide access to the affected premises and infrastructure, the necessary documents, information and decisions, and shall designate a responsible person authorised to approve the progress of the work.
5.3If the Customer fails to provide cooperation duly and on time, the delivery deadline is extended by the period of the delay and the Provider is entitled to compensation of the costs reasonably incurred as a result.
5.4A handover protocol shall be drawn up on delivery of the Work. Work with an intangible result is handed over once it is completed and the Provider enables the Customer to use it (Section 2632 of the Czech Civil Code). The Work is deemed accepted if the Customer does not notify a category A or B defect in writing within five business days of handover. The Work is also deemed accepted if, after handover, the Customer uses it in operation for more than five business days and does not notify a category A or B defect in writing during that time. Operation means use of the Work for the Customer's actual activity, for example with real data or for its customers, including trial operation under paragraph 7.1. Under a level 2 licence the Source Code is handed over under paragraph 7.12. Its handover is not a condition of the handover or Acceptance of the Work and does not affect the due date of the price of the Work.
5.5Defects are divided into three categories. A category A defect prevents the use of the Work. A category B defect substantially restricts its use and no workaround is available for it. All other defects are category C. Acceptance may be refused only on account of a category A or B defect. The Provider remedies category C defects under the quality guarantee.
5.6If the Provider, exercising professional care, finds that the Customer's materials, access or instructions are unsuitable for carrying out the Work, it shall notify the Customer without undue delay (Section 2594 of the Czech Civil Code). It shall also notify the Customer where, in its professional opinion, the brief will not achieve the purpose stated in the Quotation, where possible before it starts the work. If an unsuitable instruction or material prevents the proper performance of the Work, the Provider may suspend the work to the necessary extent and the deadlines are extended by the period of the suspension. If the Customer insists on its instruction, it shall confirm it in writing. The Provider is not liable for defects or damage resulting from such an instruction or material. If the Customer insists on an obviously unsuitable instruction, the Provider may withdraw from the contract (Section 2595 of the Czech Civil Code). The Provider is not liable for the Work achieving business objectives not stated in the Quotation.
5.7The Provider may perform through external collaborators and subcontractors without the Customer's consent. In doing so it is liable as if it performed itself (Section 1935 of the Czech Civil Code). It shall bind them to confidentiality at least to the extent of Article 11. Where they process personal data for which the Customer is the controller, the Provider shall impose on them the same data protection obligations as it has towards the Customer (Article 28(4) of Regulation (EU) 2016/679).
5.8Together with custom-made Work the Provider hands over documentation describing how the Work functions and how to operate it, to the extent set out in the Quotation, otherwise to the extent usual for similar performance. Missing or incomplete documentation is a category C defect.

6. Special Provisions for the Supply of Hardware and Third-Party Software

6.1Title to the delivered hardware passes to the Customer only upon full payment of the price. The risk of damage passes upon handover. At the Provider's request, for larger deliveries the parties shall confirm the retention of title in a separate instrument with officially certified signatures so that the retention is effective also against the Customer's creditors pursuant to Section 2134 of the Czech Civil Code.
6.2For third-party software the Provider supplies the manufacturer's licence. The scope of the rights granted is governed by the manufacturer's licence terms, with which the Customer undertakes to acquaint itself.
6.3The quality guarantee for delivered hardware and third-party software is governed by the manufacturer's warranty terms. Defects shall primarily be claimed with the manufacturer or its authorised service centre. The Provider shall assist the Customer with the claim, and the deadlines for resolving the claim are extended by the time of its processing by the manufacturer. The Customer's rights arising from defective performance that cannot be limited by law remain unaffected.
6.4The Provider is not liable for functions which third-party software does not have according to the manufacturer's documentation, nor for changes made by the manufacturer after delivery.
6.5Domains, licences and accounts with third-party services needed for the Work are set up in the Customer's name, unless the Quotation states otherwise. The Customer is the contracting party of these services. The Customer pays their prices and is responsible for renewing them on time, unless the Quotation entrusts the renewal to the Provider. The Provider has access to them only to the extent necessary for its performance. When the cooperation ends, it cancels its access and confirms this in writing at the Customer's request.

7. Special Provisions for Custom Development

7.1The licence level for custom-made Work is determined by the Quotation. Where the Quotation does not determine it, the Provider grants the Customer a level 2 licence under paragraph 7.9 to an Application and a level 1 licence under paragraph 7.8 to a Website. Where the Quotation states a single level without distinguishing parts of the Work, that level applies to the entire Work. A licence of either level is non-exclusive and entitles the Customer to use the Work for the purposes of its business, including making the Work available to the public and to the Customer's users. It is unlimited in territory and valid for the entire duration of the economic rights to the Work. By way of derogation from Section 2372(2) of the Czech Civil Code, the Customer is not obliged to make use of the licence. The fee for the licence is included in the price of the Work, unless the Quotation states it as a separate item. In this Article the price of the Work means the price of the items of the Quotation which make up the custom-made Work. The licence arises upon full payment of the price of the Work and, where the licence fee is a separate item of the Quotation, also upon full payment of that fee. Until then the Customer may use the Work only for testing and Acceptance, including in trial operation. Trial operation also includes operation of the Work which the Provider has made available to the public or to the Customer's users on the Customer's instruction. If the Customer is in default in paying the price of the Work, the Provider may require it to stop operating the Work until payment.
7.2The Provider may continue to use the know-how, general procedures and its own reusable components which it used or created in the course of performance, including for other projects. This right does not extend to the Customer's data, trade secrets or confidential information. The Customer may use the Provider's own reusable components forming part of the Work within the scope of the licence to the Work, and only together with the Work. Nor is the Provider's right under the first sentence restricted by the handover of the Source Code and components under paragraphs 7.12 and 7.13. The Provider shall not make the Custom Parts of the Work as a whole available to other persons. This does not affect the use of parts of them as know-how or reusable components under the first sentence.
7.3The Source Code of the Custom Parts of the Work and the Source Code of the components under paragraph 7.13 form part of the deliverables only under a level 2 licence. The Provider hands them over under paragraphs 7.12 and 7.13. The Provider keeps the repository containing the Source Code of the Custom Parts of the Work in its own account, unless the Quotation provides otherwise, and paragraph 6.5 does not apply to it. Code which is located on a server, in a repository or in another account of the Customer only because the operation of the Work requires it is not deemed handed over, and the Customer has only the rights under the licence under paragraph 7.1 to it. An exclusive licence or an assignment of the exercise of economic rights may be agreed only by a separate written contract.
7.4If the Work contains third-party software or open-source components, the scope of rights to them is governed by their licence terms. Upon request the Provider shall give the Customer a list of such components and their licences.
7.5The Provider is not liable for defects caused by an intervention in the Work made by the Customer or a third party after its handover, and the quality guarantee does not cover them. The quality guarantee continues to cover other defects. If the Customer or a third party intervened in the part of the Work in which the defect appeared, the defect is presumed to have been caused by that intervention, unless the Customer proves otherwise. Use of the Work in accordance with the documentation and management of content and settings which the Work offers to its users are not an intervention in the Work. Nor is operation of the Work by a third party without changing its code, or building and deploying the Work from the Source Code handed over in accordance with the instructions, provided that no one other than the Provider has changed the Source Code. An intervention means in particular a change to the code of the Work not made by the Provider.
7.6The provisions of the Czech Civil Code on the supply of digital content (Sections 2389a to 2389f) apply between the parties only to the extent that the Quotation or these Terms do not provide otherwise. The Provider provides updates of the Work only to the extent of agreed support or maintenance. The obligation to provide further updates under Sections 2389d and 2389f(4) of the Czech Civil Code is excluded.
7.7The development, modification or supply of an artificial intelligence system within the meaning of Regulation (EU) 2024/1689 forms part of the deliverables only where the Quotation expressly says so. In that case the Quotation defines the roles of the parties and the allocation of obligations under that Regulation, in particular for high-risk systems.
7.8A level 1 licence entitles the Customer to use the Work without handover of the Source Code. The Customer may have the Work operated and hosted by a third party doing so on the Customer's account and using the Work only for the Customer's needs. To that extent the Customer may grant that third party a sublicence. The level 1 licence includes no other sublicences. Modifications of the Work are made by the Provider. The right under Section 66(1)(b) of the Czech Copyright Act is excluded. The other rights under Section 66(1) of the Czech Copyright Act, in particular correcting errors and making a backup copy, remain with the Customer, as they cannot be narrowed by contract (Section 66(6) of the Czech Copyright Act). Where the Quotation states a price of a level 2 licence for later agreement, the Customer may agree that licence at the stated price by written notice within two years of the handover of the Work. The Provider shall retain the Source Code for that period. The level 2 licence then arises upon payment of the stated price and the Source Code is handed over under paragraph 7.12.
7.9A level 2 licence includes the rights under the level 1 licence and the handover of the Source Code of the Custom Parts of the Work under paragraph 7.12. The Customer may modify and extend the Work, combine it with other works and have the Work modified and operated by a person of its choice (Section 2375(2) and (3) of the Czech Civil Code). To that extent it may grant that person a sublicence, but only for carrying out work on the Work and operating it for the Customer (Section 2363 of the Czech Civil Code). The Customer obtains the same rights to the Provider's own reusable components forming part of the Work, but only for use together with the Work. The licence does not include the right to sell the Work or its Source Code or otherwise make them available to third parties for use outside the Customer's business, unless the Quotation permits it. This does not restrict making the Work available to the public and to the Customer's users under paragraph 7.1. The Customer may assign the level 2 licence together with its business enterprise (závod) or with the part of it for which it uses the Work, and shall notify the Provider of the assignment without undue delay (Sections 2364(2) and 2365 of the Czech Civil Code). Persons forming a group of companies (koncern) with the Customer may also use the Work for the purposes of their business.
7.10The Customer may use parts of the Work which are not protected by copyright, for example outputs of artificial intelligence tools without human creative input, to the same extent as the protected parts of the Work. The Provider does not warrant that every part of the Work is a copyright work.
7.11Computer programs and databases forming part of the Work which are not third-party software or open-source components are created for the Provider by authors acting as members of its statutory body, as its employees or on its commission. The Provider exercises the economic rights to them (Section 58(1), (7) and (10) of the Czech Copyright Act). In relation to these authors the Customer is not deemed a commissioning party or an employer under Section 58(7) of the Czech Copyright Act and acquires its rights to the Work through the licence under this Article.
7.12Under a level 2 licence the Provider shall hand over to the Customer the Source Code of the Custom Parts of the Work within five business days of the licence arising under paragraph 7.1. By way of derogation from Section 2367 of the Czech Civil Code, the Provider is not obliged to hand over the Source Code earlier. Earlier or continuous handover may be agreed in the Quotation. Unless the Quotation specifies the form, the Provider hands over the Source Code electronically as a version control repository without the history of changes or as an archive of files. The Source Code handed over is complete and modifiable. Together with it the Provider hands over instructions on how to build, deploy and run the Work from it, with a list of the tools required and their versions. It also attaches a list of the third-party software and open-source components contained in the Work, with their licences. The Source Code handed over does not contain third-party software which the Provider may not hand over under its licence. The Provider marks such software in the list and the Customer obtains a licence to it itself. Scripts and configurations which the Provider created when installing or administering the Customer's infrastructure are handed over in the form in which the Provider deployed them, and the documentation under paragraph 5.8 suffices in place of instructions for them. The parties shall confirm the handover in writing. If the Work cannot be built, deployed and run from the Source Code handed over in the environment according to the list of tools and versions, the Customer may notify this within 30 days of the handover of the Source Code. The Provider shall then complete or correct the Source Code or the instructions without undue delay.
7.13Where the Work requires the Provider's own reusable components in order to be built or operated, the Provider shall, under a level 2 licence, hand them over in the form of Source Code together with the Source Code of the Custom Parts of the Work. The Customer and a person whom the Customer engages to modify or operate the Work may use them only within the scope of paragraph 7.9. The Source Code of these components is confidential information of the Provider which the Customer shall protect for as long as it has it at its disposal, irrespective of the period under paragraph 11.1. The Customer may disclose it only to a person whom it has engaged to modify or operate the Work, and only if it binds that person to confidentiality at least to the extent of Article 11 and this paragraph. If the licence ends, the Customer shall delete the Source Code of the components.
7.14If the contract ends before the price of the Work has been paid in full, the Customer acquires a licence of the level determined under paragraph 7.1 to the part of the Work which it keeps. If the Customer withdraws because of the Provider's material breach, it acquires a level 2 licence to the part of the Work which it keeps and pays for, irrespective of the level determined under paragraph 7.1. The licence arises upon payment of the remuneration due to the Provider for that part, in particular under paragraph 12.4. Under a level 2 licence the Provider shall hand over the Source Code of that part as it stands on the date on which the contract ended, within five business days of payment of that remuneration. Paragraphs 7.12 and 7.13 apply mutatis mutandis and the instructions are handed over to the extent that the state of the Work allows.
7.15If the Provider withdraws from the contract after completion of the Work because of the Customer's default in paying the price of the Work, the contract is cancelled in its entirety as regards the custom-made Work. Section 2004(2) and (3) of the Czech Civil Code do not apply. Neither the licence nor the right to the handover of the Source Code arises, not even for a part of the Work whose price the Customer has paid, and paragraph 7.14 does not apply. The Provider shall refund the part of the price of the custom-made Work paid by the Customer after setting off monetary compensation for the use of the Work up to the date of withdrawal. If no licence has arisen to the Work or a part of it under paragraph 7.14 or this paragraph, or if the licence has ended by withdrawal, the Customer shall stop using the Work or that part without undue delay. It shall delete their copies and the Source Code concerned or, at the Provider's request, return them, and shall confirm this in writing at the Provider's request.

8. Special Provisions for Recurring Services

8.1Recurring services are provided for an indefinite period from the agreed date, unless the Quotation states otherwise.
8.2The fee is payable monthly on the basis of an invoice issued after the end of the calendar month, unless agreed otherwise.
8.3Response times and the scope of the services are set out in the Quotation. Unless stated otherwise, response times are counted on business days between 9:00 and 17:00 Czech time.
8.4Either party may terminate a recurring services contract in writing without cause with a notice period of two months, commencing on the first day of the month following delivery of the notice.
8.5Once a year the Provider may increase the fee by no more than the average annual inflation rate expressed as the increase of the average consumer price index for the preceding calendar year, as published by the Czech Statistical Office. The increase shall be announced in writing at least one month in advance. A negative value does not change the fee.
8.6For recurring services contracts the Provider may amend these Terms to a reasonable extent where the need for the amendment results from changes in law, technology or subcontractors' terms. It shall notify the Customer of the amendment in writing at least one month before it takes effect and attach the new wording of the Terms. The Customer may reject the amendment in writing before its effective date and terminate the contract on that ground with the notice period under paragraph 8.4. Until the notice period expires, the existing wording applies. No payment or other obligation burdening the Customer is attached to such termination (Section 1752 of the Czech Civil Code). If the Customer does not reject the amendment, the new wording applies from its effective date.
8.7Where the Quotation expressly includes hosting or another data processing service within the meaning of Regulation (EU) 2023/2854, the following rules apply to switching providers. The Customer may initiate switching with a notice period of no more than two months. It is followed by a transition period of no more than 30 calendar days during which the Provider continues to provide the service and assists with the transfer. The Customer receives all exportable data and digital assets in a structured, commonly used and machine-readable format. The Provider retains them and keeps them available for at least 30 calendar days after the end of the transition period and then erases them completely. The Quotation states the categories of data to be transferred. Switching charges are governed by Article 29 of that Regulation. Until 11 January 2027 they do not exceed the costs directly incurred by the Provider in connection with the switching, and from 12 January 2027 they are not charged. Where the service is custom-built within the meaning of Article 31 of that Regulation, the Quotation states which obligations do not apply.
8.8If the Customer is subject to cybersecurity obligations, in particular under Czech Act No. 264/2025 Coll., the parties shall, at the Customer's written request, agree supply chain security measures in a separate annex to the Quotation, including any adjustment of the fee.
8.9The Provider does not provide hosting of Websites, Applications or other software, unless the Quotation expressly says so. The Work runs on the Customer's infrastructure or with a hosting provider with which the Customer has a contract under paragraph 6.5. The Provider is not liable for the availability, security or backup of that infrastructure, unless the Quotation expressly entrusts its management to the Provider.

9. Quality Guarantee and Defects

9.1The Provider provides a quality guarantee for the works performed of 24 months from handover, unless a longer period is agreed in the Quotation. Delivered hardware and third-party software are covered by the manufacturer's warranty under paragraph 6.3.
9.2For software the guarantee covers conformity with the agreed scope and documentation. Software is a work of a complex nature and the Provider does not warrant that it will be free of all defects.
9.3The guarantee does not cover defects caused by mechanical damage, unsuitable operating conditions or use contrary to the documentation. Defects caused by an intervention in the Work by the Customer or a third party are governed by paragraph 7.5.
9.4The Customer shall notify defects in writing without undue delay after their discovery, describing how the defect manifests itself and the conditions under which it occurred.
9.5The Provider shall remedy a justified defect within a reasonable period according to its nature. The choice of the remedy lies with the Provider.

10. Liability for Damage

10.1The Provider is liable for damage caused by a breach of its obligations. The aggregate compensation for damage arising out of one project is limited to the price of that project excluding value added tax. For recurring services the cap equals the sum of the fees excluding value added tax paid for the 12 months before the damage arose. If the services have been provided for a shorter period, the cap equals twelve times the monthly fee excluding value added tax.
10.2The limitation under paragraph 10.1 does not apply to harm caused to a natural person's inherent rights, to harm caused intentionally or by gross negligence, or to any other case in which the law does not permit an advance limitation of compensation (Section 2898 of the Czech Civil Code). A contractual penalty agreed in a separate non-disclosure agreement does not count towards the cap under paragraph 10.1 and is governed by that agreement. Compensation for damage caused by a breach of confidentiality is subject to the cap under paragraph 10.1.
10.3The Provider is not liable for lost profit, loss of data, business interruption or other consequential damage, unless caused intentionally or by gross negligence.
10.4The Customer is responsible for backing up its data. The Provider performs backups only where this is expressly part of the agreed services.
10.5Neither party is obliged to compensate damage caused by a delay prevented by an extraordinary, unforeseeable and insurmountable obstacle arising independently of its will (Section 2913(2) of the Czech Civil Code). The party prevented from performing by such an obstacle shall notify the other party without undue delay.
10.6If the Provider cannot perform because of illness or another unforeseeable obstacle affecting the person leading the project, the deadlines are extended by the duration of the obstacle, by no more than 15 business days. The Provider shall notify the Customer of the obstacle and the expected delay without undue delay. If the obstacle lasts longer, the Customer may withdraw from the unperformed part of the contract.

11. Confidentiality and Personal Data Protection

11.1The parties shall keep the other party's confidential information secret for the duration of their cooperation and for three years after it ends. They shall protect trade secrets without time limit and access credentials until they are invalidated. They shall protect confidential information at least as carefully as their own.
11.2Confidential information includes in particular technical, business and pricing information, access credentials and information about infrastructure. More detailed rules may be agreed in a separate non-disclosure agreement.
11.3If the Provider processes personal data for which the Customer is the controller, the parties will conclude a separate data processing agreement pursuant to Article 28 of Regulation (EU) 2016/679.
11.4The Provider may name the Customer as a reference, stating the Customer's business name and a general description of the services, unless the Customer refuses such use in writing.
11.5Confidentiality does not cover information which is publicly known without a breach of this obligation, which a party demonstrably knew before or lawfully obtained from a third party, or information whose disclosure is required by law or by a public authority. A party may use confidential information to the necessary extent in proceedings between the parties and disclose it to its legal and tax advisers who are bound by confidentiality. The Provider may disclose confidential information to its collaborators and subcontractors to the extent necessary for its performance, provided that it binds them to confidentiality at least to the extent of this Article.
11.6The Provider processes the personal data of the Customer's contact persons as a controller in order to conclude and perform the contract and to protect its legal claims. It retains them for four years from the last contact. If a dispute is pending, it retains them until the dispute ends. It retains data in tax and accounting documents for the periods laid down in Section 35 of Czech Act No. 235/2004 Coll., on Value Added Tax, and Section 31 of Czech Act No. 563/1991 Coll., on Accounting. Details are set out in the personal data processing information on the Provider's website. The Customer shall make that information available to the persons whose data it provides to the Provider.

12. Term and Termination

12.1Either party may withdraw from the contract in the event of a material breach by the other party which is not remedied even within an additional period of 15 days from a written notice.
12.2A material breach means in particular the Customer's delay in payment exceeding 30 days and the Provider's delay in delivery exceeding 30 days, unless caused by a lack of the Customer's cooperation.
12.3Withdrawal does not extinguish the obligations concerning confidentiality, personal data protection, compensation for damage and dispute resolution. Nor does it extinguish the licence to a part of the Work which the Customer has kept and paid for, or the rights and obligations under paragraphs 7.13 to 7.15.
12.4Upon termination before completion of the Work the Provider is entitled to remuneration for the part of the performance carried out up to the effective date of termination. If the Customer withdrew because of the Provider's material breach, the Provider is entitled to remuneration only for the part of the performance which the Customer keeps. The licence to the part of the Work which the Customer keeps and the handover of its Source Code are governed by paragraphs 7.14 and 7.15.

13. Final Provisions

13.1The legal relations arising from these Terms and from the contract are governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, including where the Customer has its registered office outside the Czech Republic (Article 3 of Regulation (EC) No 593/2008). The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
13.2The parties agree that disputes shall be heard by the court of first instance having local jurisdiction according to the Provider's registered office (Section 89a of the Czech Code of Civil Procedure). Where the Customer has its registered office outside the Czech Republic, the parties agree on the exclusive jurisdiction of the courts of the Czech Republic pursuant to Article 25 of Regulation (EU) No 1215/2012. Local jurisdiction lies with the court determined by the Provider's registered office.
13.3Written form is preserved also in communication by electronic mail to the addresses stated in the Quotation, except for withdrawal from the contract and termination notices, which shall be delivered to a data box or by registered letter.
13.4If any provision of these Terms is invalid or unenforceable, the validity of the remaining provisions is not affected. The parties shall replace such a provision with one that most closely reflects its purpose.
13.5The Customer may not assign the contract or any individual receivable under it to a third party without the Provider's written consent.
13.6The parties confirm that they enter into the contract as entrepreneurs within the scope of their business. The application of Sections 1799 and 1800 of the Czech Civil Code on adhesion contracts is excluded (Section 1801 of the Czech Civil Code).
13.7Where these Terms, the Quotation or documents issued under them are drawn up in a Czech and an English version, the Czech version is binding. The English version is for information only.

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