These terms and conditions (hereinafter referred to as the "terms and conditions") apply to all services and work provided during the project or contract between Sounds good agency, s.r.o., IČO: 07547455, Registered office: Cyrilská 508/7, Brno 60200, Czech Republic and the client (hereinafter referred to as "Client") who authorized Sounds good agency to provide services and works.

Introductory Provisions

WHEREAS, the Company is in the business of computer software consulting and development.

WHEREAS, the Client wishes to engage the Company in the provision of software consulting and development services and the Company agrees to provide such services under the terms and conditions set forth herein.

WHEREAS, Company and Client agree that this Agreement shall apply to all such future services.

In consideration of the mutual agreements contained herein and other good and valuable consideration, the acceptance and sufficiency of which is hereby confirmed, the parties have agreed as follows:

1. Services

1.1 The Company undertakes to provide the Client with services as described in one or more Estimates, Proposals, Project Plans or Contracts (hereinafter referred to as "Services" and "Contracts"). Any conflict or inconsistency between the provisions of this document and any executed Agreement shall be resolved by giving precedence to the executed Agreement under which the Services are to be provided and then this document.

2. Payment Policy

2.1 Fees. The Client shall pay the Company the rate specified in the relevant Project.

2.1.1 Invoices/Payment. The Company will invoice the Client monthly or in advance, according to the contract itself. Each such invoice is due within 7 days of its receipt. Late payments will accrue interest at the rate of eight percent ( 8%) per month or the highest rate permitted by law. In the event of any dispute regarding any portion of the invoice, the undisputed portion will be paid as provided herein. The Company reserves the right to use any and all means of collection available under applicable law to collect any overdue amount.

2.1.2 The fees indicated to the Client and stipulated in the Project Agreement are calculated on the basis of Services provided within three months from the date of the relevant Agreement. In the event that the provision of the Services is not completed within this period, the Company will charge the Client an additional fee of 25% of the total Fees specified in the Agreement, which is intended to cover further administration and other incurred costs. By the Company when providing Services for a longer period of time. This charge represents a true preliminary estimate of the additional costs incurred by the Company under these circumstances.

2.1.3 Suspension of Service. In the event that the invoice is not paid within the specified time period, the Services provided by the Company may be immediately interrupted, delayed or suspended at the sole discretion of the Company without regard to any project deadlines or other provisions of this Agreement or the applicable statement. work.

2.1.4 Expenses. The Client shall reimburse the Company for all materials and reasonable out-of-pocket Fees and Expenses incurred in connection with the performance of its obligations under this Agreement (“Expenses”). The total price does not include material costs such as theme purchase and application fees. Fees for applications, integrations, themes and other third-party materials are paid directly by the client. If, for any reason, the Company has covered the costs of such additional services that were not included in the original budget, the Company will invoice the Client for the incurred costs.

2.1.5 All prices and rates are exclusive of VAT . Consequently, the client is responsible for complying with all applicable tax laws and regulations in their country and for paying all applicable taxes to local authorities.

3. Course of cooperation

3.1. The Client will assist the Company in fulfilling its obligations arising from this Agreement and will assume the obligations specified in this Agreement at its own expense. The Client will make available to the Company a designated representative who will be authorized to make binding decisions on behalf of the Client regarding the obligations that are the subject of this Agreement and will fulfill or cause to be fulfilled other obligations and requirements of the Client as stated in this Agreement or in the relevant Agreement, including providing reasonable and prompt cooperation of the Company to facilitate the Company's performance of any Contract in a timely and efficient manner; providing such information as the Company may request and ensuring that such information is accurate in all material respects and ensuring that its network and systems conform to the relevant specifications recommended by the Company from time to time.
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3.2. The Client understands that the Company will rely on the Client's Representative, who has the authority specified in this document above, and that all official communications from the Company to the Client will be addressed to the Client's Representative.

3.3. All activities including communication, agreements and task management must be documented in the project team collaboration tool provided by the supplier. A free instant messaging channel may also be provided.

3.4. Work orders or agreements are valid through both channels. Direct messaging via SMS or WhatsApp should only be used in emergencies (e.g. service outages), not for routine communication (e.g. task requests, follow-up and status requests) and only as a supplement to sending a request via the project management.

3.5. For all tasks assigned by the client that are outside the scope of their specific contract, the contractor will provide a time estimate. This must be approved by the client in the project management tool before execution.

3.6. After starting a task, the contractor must always inform the client if it will take more time to complete than originally estimated. An error margin of 25% is contractually acceptable. If, due to unforeseen circumstances, the estimate changes by a greater percentage, the client must re-approve the new estimate or the contractor will only be paid for the original estimated time plus 25% allowed as margin error.

3.7. The contractor is not obliged to work on weekends, holidays and outside office hours, however, it is possible to agree on a specific compensation for extraordinary urgent cases.

3.8. If the customer does not respond to the requests or does not provide the necessary information or material within 1 week (5 working days excluding holidays) of the request, the supplier can suspend the work until the request is fulfilled and invoice the work that has been done until then.

4. Labor provisions

4.1. Independent contractor. In the performance of its obligations hereunder, the Company is and shall remain an independent contractor and nothing in this Agreement or the Agreement shall be deemed or construed to create an employer/employee, joint venture or partnership relationship between the Company and the Client. Nothing herein shall be deemed or construed to create an employment relationship between the Client and any employee, agent or independent contractor of the Company. Neither party shall have any authority to secure any obligations on behalf of the other party or to make any promise, representation or agreement of any nature on behalf of the other party.

4.2. Company personnel. The Company shall have the exclusive right to the identity of its employees used to provide the Services, provided that the Company ensures that the employees are suitably qualified and experienced in all cases.

4.2.1. Unsolicited. The Client acknowledges and agrees that any attempt by the Client to induce employees or independent contractors to leave the Company, or any effort by the Client to interfere with the Company's relationship with its employees or other service providers, would be harmful and detrimental to the Company. Client agrees that during the term of this Agreement and for a period of one (1) year after the end of the Initial or Renewal Period, it shall not, directly or indirectly, in any way:
(i) induce or attempt to induce any employee or other service provider of the Company to terminate employment or provide services for or on behalf of the Company;
(ii) otherwise interfere with or disrupt the Company's relationships with its employees, independent contractors or service providers;
(iii) discuss job opportunities or provide information about competitive employment to any Company employees, independent contractors or service providers; or
(iv) solicit, solicit or hire any employee, independent contractor or other service provider of the Company.

Breach of this agreement will result in compensation of EUR 35,000 (thirty five thousand) to the supplier.

4.3 Non-Exclusivity. Without authorizing the Company (or its employees) to engage in any conduct or activity that would lead to a breach or breach of any term of this Agreement, the Client acknowledges that the Company's employees providing services to the Client under this Agreement may perform similar services from time to time. for other persons and this Agreement does not prevent the Company from using such personnel to perform similar services for such other persons. . The Company recognizes that Customer may from time to time hire other consultants to perform similar services and this Agreement does not prevent Customer from using such consultants.

5. Intellectual Property

5.1 "Client's Business" means the type of business in which the Client engages in respect of the project work to be performed and any other application functions or functions related thereto.

5.2 "Intellectual Property Rights" means all intellectual property rights however arising and in whatever media, whether registered or unregistered, including copyrights, patents, trademarks, website marks, trade names, registered designs and any applications on protection or registration of these rights.

5.3 "Type A Deliverables" means Deliverables that are specific to the Customer's Business, including but not limited to source code and related documentation. Examples of Type A outputs include custom graphics and templates, custom CSS and JavaScript files, helpers, model and controller classes, and executable file specifications used by developers to build software.

5.4 "Type B Deliverables" means Deliverables that are not specific to Customer's Business, including but not limited to third party frameworks, tools, methodologies, plug-ins and source codes and related documentation. Examples of Type B outputs may include patches and enhancements to open source libraries such as the PHP framework itself, and/or the numerous JavaScript plug-ins available from third parties whose contributions are generally accepted practice in the open source world.

5.5 Ownership. Once the Company's fees in respect of the Deliverables have been paid by the Customer in full and in cleared funds, all right, title and interest in the Type A Deliverables, including, without limitation, the software, documentation, source code and all modifications aforesaid and all parts thereof taken together with all proprietary rights related thereto, including without limitation all intellectual property rights, are the exclusive property of the Client.

5.5.1 Work for hire. Once the Customer has paid all Company Fees due and payable in full, the Type A Deliverables shall be deemed to be works for hire and shall be the exclusive property of the Customer. The Company expressly agrees to assign to the Customer the copyright in any Type A Deliverables that do not meet the work-for-hire requirements of the Czech Copyright Act once such work has been fixed in physical form or media and the Fees payable in connection therewith have been in full amount paid.

In addition, notwithstanding CZ Copyright Law, the Company hereby assigns to the Client, to the fullest extent possible by law, all of its right, title and interest, if any, in the Type A Deliverables. The Company further agrees to execute and deliver such instrument(s) and shall take such steps as may be requested and/or required by Customer to assert and/or assert Customer's sole and exclusive ownership of the Type A Deliveries.

Except as otherwise provided herein, all right, title and interest in the Type B Deliverables, including without limitation the software, documentation, source code and all modifications of the foregoing and all parts thereof, together with all proprietary rights in the right related thereto, including , without limitation, all intellectual property rights, are the sole property of the Company.

6. Warranties

6.1 Warranty of Authority; No conflict. Each party warrants that it is authorized to enter into this Agreement and to perform its obligations hereunder, and that its performance hereunder will not conflict with, restrict or conflict with any other agreement.

6.2 Service and Software Warranty

6.2.1 Limited Warranty. If any defects in the Software caused by source code or data developed or modified by the Company occur within 30 days of the Software being installed on a live server, the Company will, at its option, correct the defects free of charge. or provide a refund of fees paid in respect of such software, provided that the software and code have not been modified in any way by a third party or the client and the software has always been used in accordance with the company's instructions from time to time to the client. The client acknowledges and agrees that finding the cause of the defect may require a longer time to eliminate the source of the defect. Time spent eliminating or correcting software defects that are determined not to be caused by source code or data developed or modified by Company will be billed on a time and materials basis. The remedies in this clause are Customer's sole and exclusive remedy for defects in the Software.

6.2.2 Disclaimer of Warranty. If the Software or Program proves to be defective, except in the circumstances set out in 5.2.1, the Client shall solely assume the cost of all necessary servicing, repair or correction, including without limitation any "tweaking".

6.2.3 No Breach. The parties represent and warrant that their disclosure and delivery of any information, documents, software and other materials and their use as contemplated by this Agreement will not knowingly infringe or violate any proprietary rights of any third party, including without limitation any Intellectual Property Rights.

6.2.4. Except as otherwise stated above, neither party makes any warranties of any kind or nature, whether express or implied, including, but not limited to, warranties related to the information or trading advice provided, warranties related to the results based on the information or advice provided, warranties of merchantability or merchantability, warranties of fitness for a particular purpose or use, warranties or conditions implied by law or otherwise, or warranties for any products or services provided by third-party vendors.

7. Liability

7.1 Liability. The parties agree that neither party's liability for damages for any cause of action, regardless of the form of action, shall exceed the fees paid or required to be paid by the client under the applicable contract hereunder. In no event shall either party be liable for lost profits or any indirect, incidental, consequential or special damages of any nature, including, without limitation, damages resulting from loss of use of any software or hardware, costs of obtaining replacement products or services, lost data, lost profits or revenue or for any claim or demand of any third party arising out of or related to the agreement or its performance or breach, even if they have been advised of the possibility.

8. Confidentiality

8.1 Confidential Information. In connection with this Agreement, the Customer may disclose certain confidential proprietary information that the Customer or its affiliates, business partners or clients (the “Confidential Information”) owns, or the Company may become aware of or have access to. Confidential Information includes, but is not limited to, any data or information, oral or written, relating to Customer or any of Customer's existing or intended business activities, business information, technology, technical processes and formulas, customer lists, prospect lists, names, addresses and other information relating to customers and prospects, product proposals, sales, costs (including any applicable processing fees), price lists and other unpublished financial information, development, software, methods, trade secrets, business plans and marketing data and any other confidential and proprietary information, whether or not marked as confidential or proprietary.

8.2 Public Domain. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information that: (i) is publicly available or in the public domain at the time of publication, (ii) is or becomes publicly available or comes into the public domain through no fault of the Company , (iii) is lawfully communicated to the Company by persons not bound by confidentiality obligations in this connection, (iv) is already in the possession of the Company without any confidentiality obligations in this connection, (v) is independently developed by the Company without using any confidential information or ( vi) is approved for release or publication by the Client in writing without restriction.

8.3 Restrictions on Disclosure. For the duration of its engagement and for all subsequent periods, the Company will maintain the Confidential Information in strict confidence and will not disclose, publish or copy any part of the Confidential Information. The Company will use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement. The Company may not use the Confidential Information or any part thereof for its own benefit or for the benefit of any third party. The Company will take all reasonable precautions in handling Confidential Information and will limit disclosure on a strict need-to-know basis. However, the Company may disclose Confidential Information pursuant to an order or request from a court, administrative agency or other governmental body, provided that the Company gives the Client reasonable advance notice to contest such order or request. Upon termination or expiration of this Agreement, the Company shall return to the Client or confirm the destruction of all Confidential Information.

8.4 Publicity. Notwithstanding anything to the contrary in the Agreement or applicable Agreements, the Company shall be permitted to disclose in summary form the nature of the work performed for the Client. Such disclosure includes a description of the technology used by the Company, but the Company will not disclose the Client's proprietary business processes or otherwise result in a breach of any other term of this Agreement. The Company has the right to showcase work done for the Client in case studies and sales presentations as long as no trade secrets are shared.

8.5 References. Notwithstanding anything to the contrary in the Agreement or applicable agreements, each party shall be entitled to refer to the other party and describe the work completed under this Agreement and any related agreements in summary and general form without disclosing any Confidential Information of the other party.

9. Term and Termination.

9.1 Notice. Either party may terminate this Agreement or any Agreement upon thirty (30) written notice to the other party if the Agreement includes continued provision of the Services.

9.2 Monetary Breach. If a party fails to make a monetary payment as provided in this Agreement, the non-breaching party shall notify the other party of such failure, and if the breaching party does not cure such breach within twenty-one (21) business days, - the breaching party may terminate the contract or any contract immediately.

9.3 Continuation. This Agreement shall remain in full force and effect and shall govern the Services provided to the Client by the Company until this Agreement is terminated or the parties mutually agree otherwise.

9.4 Termination. Upon termination of this Agreement for any reason: (a) Client shall immediately pay to the Company all amounts owed to the Company pursuant to Article 6 of this Agreement for Services rendered and expenses incurred prior to the date of termination; (b) each party shall immediately cease using and return to the other party within fifteen (15) business days all such other party's Confidential Information and Materials and all copies, portions and extracts thereof in its possession or under its control, excluding any materials , for which the Customer has paid or agrees to pay. The Company shall deliver to the Customer such part of the Services as is complete.

10. General Provisions

10.1 Force majeure. Neither party shall be liable for any failure or delay in performance of any of its obligations under this Agreement if and to the extent such failure or delay results from causes beyond that party's control. Such causes include, without limitation, delays caused by the other party, acts of force majeure or a public enemy, acts of a government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, cargo embargoes, strikes, civil commotion or the like.

10.2 Entire Agreement. This Agreement supersedes all prior oral or written statements, communications or agreements between the parties and, together with any amendments, constitutes the final and complete understanding of the parties with respect to the subject matter hereof. Neither party has relied on any such prior oral or written statements, communications or agreements.

10.3 Governing Law and Jurisdiction. This Agreement is deemed to have been entered into in the Czech Republic and is governed by the laws of the Czech Republic, and each party irrevocably submits for all purposes (including any non-contractual disputes or claims) to the exclusive jurisdiction of the courts of the Czech Republic. Republic.

10.4 Disputes. Any disputes or claims between the parties shall be resolved first by negotiations between the respective project managers of the parties. In the event that the Project Managers are unable to resolve the dispute within a reasonable time, the parties agree to refer the dispute to their respective presidents or equivalent officers. This Article does not limit either party's freedom to bring legal proceedings to preserve any legal right or remedy or protect intellectual property rights or trade secrets, whether by injunctive relief or otherwise.

11. Definitions

Consultation: This is the process of formal consultation or discussion about a technical problem or solution or similar, strategic and business advice and answering technical questions asked by the client. Consultations can take place through a project management tool, in person, and through any other communication platform that the client and contractor may use.

Development: Development is the process of conceiving, specifying, designing, programming, documenting, testing, and debugging involved in creating and maintaining applications, frameworks, or other software or design components.

Design: Design refers to the result or process of creating a plan or drawing created to show the appearance and function or operation of a website or application or other object or systems before they are created.

Task/Work Estimating: Estimating is the process of making a rough calculation of the value, number, amount, or extent of time or resources required to complete a task or work order.

Trade Secret: A trade secret is defined as information that has independent economic value because it is not generally known or easily discoverable and is the subject of efforts to maintain secrecy. For example, but not limited to: formulas, programs, methods, techniques or processes, customer lists and manufacturing processes that constitute valuable intellectual property assets.

Support: Communication in the project management tool related to tasks within the project. Support will be provided through the project management tool implemented by the supplier. Support outside of this platform will not be guaranteed.

Bug Fix: Bug ix means the resolution or workaround of specific problems or bugs that occur during the Support Period and are reported by the Contractor through the Project Management Tool and are closely related to the tasks within the Project.

Review: A review is a modification or change to a specific result that has been created or provided by either the client or the supplier (e.g. mockup, design, function). A review represents a minimal change to an existing product, not a redesign or redesign of the entire product.

Feedback: The client's comments on a specific delivery from the supplier with the intention of improving it. One round of feedback is a time-limited process in which the supplier requests all existing feedback on a particular delivered asset and integrates it into the same asset if the changes are within the scope of the contract.

Last update 8/19/2021