These Terms and Conditions ("Terms") apply to all services and work provided during a project or engagement between Sounds good agency, s. r. o., Registration No.: 07547455, Registered office: Cyrilská 508/7, Brno 60200, Czech Republic, and the client ("Client") who has engaged the agency Sounds Good to provide services and work.

Introductory Provisions

WHEREAS the Company is engaged in the business of software consulting and development;

WHEREAS the Client wishes to engage the Company for the provision of software consulting and development services, and the Company agrees to provide such services on the terms set out herein;

WHEREAS the Company and the Client agree that this Agreement shall govern all such future services;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Services

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

2. Payment Policy

2.1 Fees. The Client shall pay the Company at the rate set out in the applicable Project Agreement.

2.1.1 Invoices / Payment. The Company will invoice the Client monthly or in advance, as specified in the individual agreement. Each invoice is due within 7 days of receipt. Overdue payments will accrue interest at eight per cent (8%) per month or the maximum rate permitted by law. In the event of any dispute regarding a portion of an invoice, the undisputed portion shall be paid as set out herein. The Company reserves the right to use any and all collection means available under applicable law to collect any overdue amount.

2.1.2 Fees quoted to the Client and set out in the Project Agreement are calculated on the basis of Services provided within three months of the date of the relevant Agreement. If the provision of Services is not completed within this period, the Company will charge the Client an additional fee of 25% of the total Fees set out in the Agreement, to cover additional administration and costs incurred by the Company in providing Services over an extended period. This fee represents a genuine pre-estimate of the additional costs incurred by the Company in such circumstances.

2.1.3 Service Suspension. If an invoice is not paid within the specified period, the Services provided by the Company may be immediately interrupted, delayed, or suspended at the Company's sole discretion, without regard to any project deadlines or other provisions of this Agreement or the applicable Statement of 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 purchases and app fees. App, integration, theme and other third-party material costs are paid directly by the Client. If the Company has for any reason covered costs of such ancillary services not included in the original budget, the Company will invoice the Client for costs incurred.

2.1.5 All prices and rates are exclusive of VAT. The Client is accordingly responsible for complying with all applicable tax laws and regulations in its country and for paying all applicable taxes to local authorities.

3. Collaboration Process

3.1 The Client shall assist the Company in the performance of its obligations under this Agreement and shall, at its own expense, assume the responsibilities set out herein. The Client shall make available to the Company a designated representative authorised to make binding decisions on behalf of the Client regarding obligations that are the subject of this Agreement, and shall perform or procure the performance of the Client's other obligations and requirements as set out in this Agreement or the applicable Agreement, including providing reasonable and timely cooperation to facilitate the Company's performance of any Agreement in a timely and effective manner; providing such information as the Company may require and ensuring it is accurate in all material respects; and ensuring that its network and systems meet the relevant specifications recommended by the Company from time to time.

3.2 The Client acknowledges that the Company will rely on the Client's Representative as authorised 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 communications, agreements, and task management must be documented in the team collaboration project management tool provided by the Company. A free-form 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 be used only in emergency situations (e.g. service outages), not for routine communication (e.g. task requests, follow-ups, status requests), and only as a supplement to submitting the request through the project management tool.

3.5 For all tasks assigned by the Client that fall outside the scope of their specific Agreement, the Company will provide a time estimate. This must be approved by the Client in the project management tool before work commences.

3.6 Once a task has started, the Company must always inform the Client if more time is needed than originally estimated. A margin of error of 25% is contractually acceptable. If, due to unforeseen circumstances, the estimate changes by a larger percentage, the Client must re-approve the revised estimate; otherwise the Company will be paid only for the originally estimated time plus the permitted 25% margin.

3.7 The Company is not obliged to work at weekends, on public holidays, or outside business hours; however, a specific arrangement may be agreed for exceptional urgent cases.

3.8 If the Client fails to respond to requests or provide the necessary information or materials within 1 week (5 business days excluding public holidays) of a request, the Company may suspend work until the request is fulfilled and may invoice for work performed up to that point.

4. Work Provisions

4.1 Independent Contractor. In the performance of its obligations under this Agreement, the Company is and shall remain an independent contractor and nothing in this Agreement or any Statement of Work 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 bind the other party to any obligations or to make any promise, representation, or contract of any nature on behalf of the other party.

4.2 Company Personnel. The Company shall have sole discretion as to the identity of its employees used to provide the Services, provided that the Company shall ensure that employees are in all cases appropriately qualified and experienced.

4.2.1 Non-Solicitation. The Client acknowledges and agrees that any attempt by the Client to induce employees or independent contractors to leave the Company's employment, or any effort by the Client to interfere with the Company's relationship with its employees or other service providers, would be harmful and damaging to the Company. The 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 will not, directly or indirectly in any manner:
(i) solicit or attempt to induce any employee or other service provider of the Company to terminate their employment or provision of services to 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 employment opportunities or provide information about competitive employment to any of the Company's employees, independent contractors, or service providers; or
(iv) recruit, solicit, or hire any employee, independent contractor, or other service provider of the Company.

Breach of this provision shall result in compensation of EUR 35,000 (thirty-five thousand euros) to the Company.

4.3 Non-Exclusivity. Without limiting the Company's (or its employees') ability to engage in any actions or activities that would constitute a breach or violation of any term of this Agreement, the Client acknowledges that Company employees providing services to the Client under this Agreement may from time to time perform similar services 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 acknowledges that the Client may from time to time engage other consultants to perform similar services, and this Agreement does not prevent the Client from using such consultants.

5. Intellectual Property

5.1 "Client's Business" means the type of business the Client is engaged in with respect to the project work to be performed, and any additional application features or functionality related thereto.

5.2 "Intellectual Property Rights" means all intellectual property rights, howsoever arising and in whatever media, whether registered or unregistered, including copyright, patents, trade marks, website marks, trade names, registered designs, and any applications for the protection or registration of such rights.

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

5.4 "Type B Deliverables" means Deliverables that are not specific to the Client's Business, including but not limited to frameworks, tools, methodologies, plug-ins, and third-party source code and related documentation. Examples of Type B Deliverables may include patches and improvements to open-source libraries such as the PHP framework itself, and/or 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 relation to Type A Deliverables have been paid by the Client in full and in cleared funds, all right, title, and interest in Type A Deliverables — including, without limitation, the software, documentation, source code, and all modifications thereof and all parts thereof, together with all proprietary rights relating thereto, including without limitation all Intellectual Property Rights — shall be the exclusive property of the Client.

5.5.1 Work for Hire. Once the Client has paid all fees due and owing to the Company in full, Type A Deliverables shall be deemed work for hire and shall be the exclusive property of the Client. The Company expressly agrees to assign to the Client copyright in any Type A Deliverables that do not qualify as works for hire under Czech copyright law, once such work is fixed in a tangible form or medium and the fees payable in connection therewith have been paid in full.

In addition, independently of Czech copyright law, the Company hereby assigns to the Client, to the maximum extent permitted by law, all of its rights, title, and interest, if any, in Type A Deliverables. The Company further agrees to execute and deliver such instrument(s) and take such steps as may be required and/or requested by the Client to confirm and/or perfect the Client's exclusive ownership of Type A Deliverables.

Unless otherwise stated herein, all right, title, and interest in Type B Deliverables — including, without limitation, the software, documentation, source code, and all modifications thereof and all parts thereof, together with all proprietary rights relating thereto, including without limitation all Intellectual Property Rights — shall be the exclusive property of the Company.

6. Warranties

6.1 Warranty of Authority; No Conflict. Each party warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder and that its performance under this Agreement will not conflict with, restrict, or be in conflict with any other agreement.

6.2 Services 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 installation of the software on a live server, the Company will at its sole discretion either correct such defects free of charge or provide a refund of the fees paid in connection with 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 at all times been used in accordance with the Company's instructions. The Client acknowledges and agrees that identifying the cause of a defect may require additional time to remove the source of the defect. Time spent troubleshooting or correcting software defects that are found not to have been caused by source code or data developed or modified by the Company will be charged on a time-and-materials basis. The remedies in this clause are the Client's sole and exclusive remedy in relation to software defects.

6.2.2 Disclaimer of Warranty. If the software or programme proves to be defective, except in the circumstances set out in clause 6.2.1, the Client shall solely bear the cost of all necessary servicing, repair, or correction, including without limitation any "debugging".

6.2.3 No Infringement. The parties represent and warrant that their disclosure and delivery of any information, documents, software, and other materials, and the use thereof 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 stated above, neither party makes any warranty of any kind or nature, whether express or implied, including but not limited to warranties relating to information or business advice provided, warranties relating to results based on information or advice provided, warranties of merchantability or commercial quality, warranties of fitness for a particular purpose or use, warranties or conditions arising by statute or otherwise from law, or warranties for any products or services provided by third-party vendors.

7. Liability

7.1 Limitation of Liability. The parties agree that neither party's liability for damages arising from any cause of action, regardless of the form of action, shall exceed the fees that the Client has paid or is to pay under the applicable Agreement under this Agreement. In no event shall either party be liable for lost profits or any indirect, incidental, consequential, or special damages of any nature, including but not limited to damages resulting from loss of use of any software or hardware, costs of procuring substitute 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 advised of the possibility of such damages.

8. Confidentiality

8.1 Confidential Information. In connection with this Agreement, the Client may disclose, or the Company may learn or have access to, certain confidential proprietary information owned by the Client or its affiliates, business partners, or clients ("Confidential Information"). Confidential Information includes, but is not limited to, any data or information, oral or written, that relates to the Client or any of the Client's existing or intended business activities, business information, technology, technical processes and formulae, customer lists, prospect lists, names, addresses, and other information relating to customers and prospects, product designs, sales, costs (including all applicable processing fees), price lists, and other unpublished financial information, developments, 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 include information that: (i) is publicly available or in the public domain at the time of disclosure; (ii) is or becomes publicly available or enters the public domain through no fault of the Company; (iii) is rightfully communicated to the Company by persons not bound by obligations of confidentiality in connection therewith; (iv) is already in the Company's possession without any obligations of confidentiality in connection therewith; (v) is independently developed by the Company without use of any Confidential Information; or (vi) is approved for release or disclosure by the Client in writing without restriction.

8.3 Non-Disclosure. Throughout the term of its engagement and all subsequent periods, the Company shall maintain Confidential Information in strict confidence and shall not disclose, publish, or copy any portion of Confidential Information. The Company shall use Confidential Information solely for the purpose of performing its obligations under this Agreement. The Company shall not use Confidential Information or any portion thereof for its own benefit or for the benefit of any third party. The Company shall take all necessary precautions in handling Confidential Information and shall limit disclosure on a strict need-to-know basis. However, the Company may disclose Confidential Information pursuant to an order or requirement of a court, administrative agency, or other governmental body, provided that the Company gives the Client reasonable prior notice to contest such order or requirement. Upon termination or expiry 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 Statements of Work, the Company shall be permitted to disclose in summary form the nature of work performed for the Client. Such disclosure shall include a description of the technology used by the Company, but the Company shall 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 present work done for the Client in case studies and sales presentations, provided that no trade secrets are shared.

8.5 References. Notwithstanding anything to the contrary in the Agreement or applicable Statements of Work, each party is entitled to refer to the other party and to describe 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 Statement of Work upon thirty (30) days' written notice to the other party, where the Agreement includes the continuing provision of services.

9.2 Monetary Breach. If a party fails to make a monetary payment as set out in this Agreement, the non-breaching party shall notify such failure to the other party, and if the breaching party fails to remedy such breach within twenty-one (21) business days, the non-breaching party may immediately terminate this Agreement or any Statement of Work.

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

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

10. General Provisions

10.1 Force Majeure. Neither party shall be liable for any failure or delay in the performance of any of its obligations under this Agreement to the extent that such failure or delay results from causes beyond that party's reasonable control. Such causes include, without limitation, delays caused by the other party, acts of God or public enemy, acts of government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather.

10.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Czech Republic. The parties agree to submit to the exclusive jurisdiction of the courts of the Czech Republic.

10.3 Entire Agreement. This Agreement, together with any Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral or written, express or implied, with respect to the subject matter hereof.

10.4 Amendments. No amendment, modification, or supplement of any provision of this Agreement will be valid or binding unless made in writing and duly executed by both parties.

10.5 Waiver. No failure or delay by any party in exercising any right, power, or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.

10.6 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable and valid, and the remaining provisions of this Agreement will remain in full force and effect.

10.7 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, except that the Company may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11. Definitions

Project Agreement / Statement of Work / Contract: A document prepared and submitted by the supplier (Sounds Good) to the client describing the specific scope of work to be performed, fees, deliverables, timelines, and any other relevant conditions.

Deliverable: The output or product of a task or a set of tasks performed for the client, including but not limited to websites, designs, code, graphics, text, and other digital or physical assets.

Milestone: A specific point or event in a project schedule that represents the completion of a major phase or a critical deliverable.

Stakeholder: Any person or organisation that has an interest in the project, including but not limited to the client, end users, project team members, and suppliers.

Wireframe: A visual guide or plan created to show the layout and function, or the working of a website, application, or other object or system before it is built.

Task/Work Estimate: An estimate is the process of creating a rough calculation of the value, number, quantity, or extent of time or resources needed 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 readily ascertainable and is the subject of reasonable efforts to maintain its secrecy. Examples include, but are not limited to: formulae, programmes, methods, techniques or processes, customer lists, and production processes that represent valuable intellectual property assets.

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

Bug Fix: A bug fix means resolving or working around specific issues or errors that arise during the support period and are reported to the supplier through the project management tool and are closely related to the tasks within the project.

Revision: A revision is an adjustment or change to a specific deliverable that was created or provided by either the client or the supplier (e.g. a mockup, design, feature). A revision represents a minimal change to an existing product, not a redesign or full rework of the entire product.

Feedback: Client comments on a specific deliverable from the supplier with the intention of improving it. One round of feedback is a time-bounded process in which the supplier requests all existing feedback on a specific delivered asset and integrates it into the same asset, provided the changes fall within the scope of the agreement.

Last updated 19 August 2021