01Subject of Performance
NNM issues these General Terms and Conditions (hereinafter referred to as "GTC") for the purpose of the proper provision of its services. These are services in the field of computing technologies and IT, specifically programming, software provision, IT consulting, data processing, hosting and related activities, web portals, and service and consulting services (hereinafter referred to as "Services" or "Subject of Performance").
Prior to the actual provision of services, the following steps usually occur:
- The Client makes an order for services according to Section 2 of these GTC, or contacts the Provider by a chosen method and communicates their request.
- The Provider consults the Client regarding their request and agrees on the necessary or preliminarily estimated scope and type of services that can be provided to the Client.
- The Provider presents the Client with a preliminary calculation (estimate) of the services and costs associated with their provision.
02Order and Conclusion of the Contract
The Client shall specify a specific email address in the order (hereinafter also "contact email") through which they will communicate with NNM. Furthermore, in the order, they will communicate and describe the situation, or directly describe the specific services they request from NNM. NNM will then contact the Client and agree with them on the expected scope of services and send the Client an estimate of the costs for services and any related costs via the Client's contact email or via the Client's ticketing system, or by another recordable method (such as a web interface of the accounting system or an application of the Client or NNM). If interested, the Client shall approve the expected scope and calculation of services within 3 days, or within another previously agreed period. The actual Contract for the provision of services is then concluded upon confirmation of the receipt of such approval by NNM (hereinafter referred to as the "Contract").
The Parties may also conclude the Contract in paper form, or via email or other means of distance communication by agreeing on the content of the contract in electronic form.
If the Contract is concluded via email, phone, or other means of distance communication, these GTC become part of the Contract simply by referring to them, without the need to attach them.
Arrangements contained directly in the Contract take precedence over these GTC.
The Client acknowledges that any offer to conclude a Contract received from the Provider is made conditionally, with the Provider reserving the right to revoke this offer without being in any way obligated to the Client for any performance, in the event that an objective circumstance occurs which the Provider cannot influence, especially a substantial change in the conditions of a third party, if the third party's performance is essential for the fulfillment of the Contract, occurring after the moment such an offer is made by the Provider.
In the event that the Client attaches their own terms and conditions to their request or confirmation within the meaning of Section 1751 of the Civil Code, these never become part of the Contract.
The Parties may also conclude a framework Contract, on the basis of which partial Contracts for specific performances or projects will be subsequently concluded. None of the partial Contracts is a dependent contract within the meaning of Section 1727 of the Civil Code, and the termination of one Contract for any reason does not affect the duration of another Contract, unless expressly stated otherwise. The exercise of rights from defective performance is limited to the regime of each individual Contract separately, and the Client is not entitled to claim rights from defective performance in relation to another Contract in the event of a breach of one of the Contracts.
The Provider may secure the fulfillment of the Contract through a third party, and the Client is obliged to accept this performance.
03Specification of Services and Handover of Activity Results
The Provider realizes the services according to the concluded contract.
The availability of services is agreed upon in advance between the Provider and the Client; usually, the Provider's Services are available from 8:00 AM to 6:00 PM, Monday to Friday. Unless explicitly stated otherwise, these working hours are understood to be in the local time of Prague, Czechia.
Services can be provided at the agreed location, directly at the client's premises, or remotely, or through remote access to the Client's computer or network, which is carried out using a remote connection application or in another suitable manner. Communication between the parties takes place in the agreed manner, usually via email, phone, chat platform, or the Client's ticketing system. The Parties undertake to observe the chosen method of communication. However, legal acts and important notifications are sent by the Parties in writing via the contact email or in paper form to the registered office address.
The time of handover of the performance is set out in the preliminary calculation of Services, unless the agreement between the Client and NNM stipulates otherwise.
The Provider's response time to an order or inquiry from the Client is up to 48 hours, unless the agreement between the Parties stipulates otherwise. NNM approaches the resolution of the Client's assignment immediately after confirming the receipt of the approved calculation. In the case of a lump-sum cooperation, NNM usually responds within the same day, within 4-6 hours, just as with smaller orders from a new Client or one-off performances for a regular Client. For more complex performances, the time horizon is always agreed upon in advance.
The results of NNM's activities are handed over via a versioning system (e.g., GitHub, GitLab). Larger files can be handed over, for example, via Google Drive or by directly uploading them to the Client's systems, e.g., a file server. Other methods of handover, if technically feasible and appropriate given the scope of the Service or its result, may be expressly agreed upon by the Parties.
04Payment Terms
The general price offer of Services is published on the Provider's website
The Client will approve a specific price offer based on the preliminary calculation presented by NNM.
Usually, the price is expressed based on an estimate of the number of Service hours, or full days ("manday" = eight hours) and an hourly rate.
The price of Services can also be agreed upon for an entire specific project or its part/phase. When providing services on a specific Client project and billing it in individual parts/phases, the price per unit (hours, manday) for individual parts/phases may vary and increase during the project. For some types of projects or Services, it is also possible to agree on a flat-rate, e.g., monthly payment.
When providing consultations (by phone, email, or otherwise), NNM charges for every started quarter-hour.
NNM is entitled to request an advance payment for Services and payment before starting the provision of Services.
Billing for NNM Services usually takes place monthly, after the provision of the Service. A tax document with the final price is sent to the Client's contact email. The tax document contains the account number, bank code, variable symbol, and the final price for the service. The tax document is due no later than 14 days from the date of its issue.
In the event of a delay in paying for the invoiced Service, the Provider is entitled to demand statutory default interest and a contractual penalty in the amount of 0.1% of the amount due for each day of delay. The Provider is also entitled, in the event of the Client's delay with the payment of any amount, to suspend the provision of services, including regular or flat-rate ones, and to technically prevent the use of any intellectual property of the Provider. The suspension of Services due to non-payment does not affect the Client's obligation to pay the flat-rate payments agreed with the Provider. The payment of a contractual penalty and default interest does not affect the Provider's right to claim compensation for damages and harm.
Costs related to their provision, such as costs for the Client's internet connection and network connections, costs for the necessary client equipment (e.g., hardware), costs for licenses for programs and devices, or travel costs are not part of the price for the Provider's Services. The Provider has the right to their reimbursement, unless the Parties agree otherwise or if it does not imply from the cooperation that the Client pays for them directly.
05Rights and Obligations of the Contracting Parties
Except for the basic obligations of the parties, such as providing the agreed service and paying the price for the service, the Parties undertake to observe the following obligations.
The Client undertakes to provide NNM with cooperation for the provision of Services. The Client's cooperation mainly consists of providing programming or other necessary documentation, allowing access to the Client's premises, allowing remote access to the Client's system or computer, providing the possibility to log into the Client's systems or programs, installing or enabling the installation of necessary devices and/or software, etc. All of the Provider's performance deadlines are extended by the period of delay in the Client's cooperation.
The subject of these GTC is also the obligation of the contracting parties to maintain confidentiality about all commercial, legal, financial, production, technical, marketing, product, etc. character data regarding the contracting parties, which the participants of this contract were acquainted with within the mutual cooperation, or which they obtained or had available from the title of mutual cooperation, including information regarding past, current or future research, developmental or entrepreneurial activities, products, know-how, services, and technical knowledge of the other party that are not commonly publicly available.
The subject of these GTC is also the obligation of the contracting parties to maintain confidentiality regarding all data concerning the contracting parties or third parties having the character of personal data, if they come into contact with such data. The contracting parties are also mutually obliged, upon the request of the other contracting party, to prove the way in which compliance with the obligations established by law is ensured and, if necessary, to sign a written personal data protection agreement.
In the event of a breach of obligations under these GTC and the causing of damage or non-material harm, the party that caused such damage or harm is obliged to compensate it in full.
NNM is entitled to use the function, functionality, program component or its new module or program part programmed by them even when providing services to other clients, and to integrate such a function, functionality, module, part, or program component into another program.
The Client is solely responsible for compliance with the licensing rights of third parties to the software used by the Client, i.e., authorization for access, for its changes, processing, and connection with another work. The Client must be aware that NNM does not and cannot have an overview of its contracts with third parties and its license authorizations and conditions for using programs.
06Withdrawal from the Contract, Other Types of Contract Termination and Their Consequences
The Contract cannot be terminated or withdrawn from, even before the delivery of Services, unless expressly stated below or agreed otherwise in writing.
The Client has the right to withdraw from the Contract only in the event of a material breach of the Contract by the Provider. A material breach of the Contract means a situation where the Subject of Performance is not even partially fit for the purpose arising from the Contract, or otherwise for the purpose it primarily serves. Thus, a material breach of the Contract is only a situation where the Subject of Performance is completely unusable for the Client for its main purpose due to the Provider's fault. All other breaches of the Contract by the Provider are non-material breaches of the Contract, even in their concurrence and combination.
In the event that the subject of the Contract represents several separate performances, the right to withdraw from the Contract applies to each performance separately, and for this purpose, it is considered that a separate contract was concluded for each performance. Withdrawal from the Contract by the Client must be sent to the Provider without undue delay, maximum within 5 days from the discovery of the Provider's material breach, and is acceptable only via paper mail (= by registered letter) to the company's registered office address. The Client is obliged to describe in detail the discovered defect, its nature, and provide evidence to prove this fact.
The Provider may withdraw from or terminate the Contract partially or fully at any time, especially if the Client has not provided cooperation, behaved, or threatened to behave in such a way that a breach of the Contract will occur. The Provider is obliged to notify the Client of this fact.
07Exclusion and Limitation of Liability and Other Rights and Obligations of the Parties
If it is possible to acquire ownership or other rights to the Subject of Performance, the Client acquires them only by paying the full price for the performance or service, i.e., by crediting the full price to the Provider's Bank Account.
The Provider is entitled at any time to offset its claim against any of the Client's claims, even immature or conditional ones.
The Provider is entitled to publish the Client's reviews and communications regarding the Provider's services, as well as the commercial firm, i.e., the name or designation of the Client, their logo, registered and unregistered trademark, for its marketing purposes as a so-called reference, in any promotional materials or on the internet and on its websites, unless the Contract states otherwise.
08Final Provisions
If any term, obligation, condition, or provision of these GTC is judged by any court of competent jurisdiction to be invalid, null, or unenforceable, then the remainder of the provisions shall remain in full force and effect and shall not be in any way affected, impaired, or invalidated, and the contracting parties shall replace such invalid or unenforceable provision with another provision under this contract that is valid, effective, and enforceable.
If the relationship established by the Contract contains an international (foreign) element, then the parties agree that the Contract is governed by Czech law. Disputes arising from the Contract will be resolved exclusively before the courts of the Czech Republic. If a translation of the Contract into a foreign language is made, the interpretation of the Czech version of the Contract always takes precedence.
The Contracting Parties are exempt from liability for partial or complete non-fulfillment of contractual obligations if it occurred as a result of force majeure. For the purposes of the contract, force majeure is considered to be extraordinary events or circumstances that neither of the contracting parties could have foreseen or prevented by taking preventive measures before the conclusion of this contract, which are beyond any control of any contracting party, and which fundamentally impede or make it impossible to fulfill the obligations under this contract by any of the contracting parties. Force majeure includes, in particular, war, hostile military actions, terrorist attacks, uprisings, civil unrest, riots, declaration of a state of emergency, restriction of the movement of persons, presence of ionizing or radioactive radiation, fire, explosion, flood, and other natural or environmental disasters that make the fulfillment of the Contract impossible. In the event of force majeure, the deadline for fulfilling contractual obligations is extended by the period during which force majeure lasts. In the event that a Contracting Party is unable to fulfill its obligations under the Contract due to force majeure, it shall be obliged to notify the other Contracting Party in writing without delay. Similarly, after the effects of force majeure have passed, the Contracting Party affected by force majeure shall be obliged to immediately and in writing notify the other Contracting Party of this fact.
NNM is entitled to unilaterally change these GTC. The obligation of written notification of a change in the GTC is fulfilled by placing the changed terms and conditions on the NNM website. Thus they also take effect unless a later term is indicated by their content. The new terms and conditions do not apply to orders already sent and Contracts concluded, unless the parties agree otherwise.
These GTC become valid and effective on January 1, 2025, when they were also published on the NNM website.