Terms and Conditions

1. SUBJECT MATTER AND SCOPE

1.1. These Terms and Conditions govern the terms and procedure under which the Contractor provides its clients with services for analysis, planning, design, development, configuration, publication, hosting, technical support, consulting, integrations, optimization, and additional development related to websites, online stores, WordPress, WooCommerce, and other web-based solutions.

1.2. The Terms and Conditions apply to every contract, offer, assignment letter, order, annex, handover protocol, Change Request, SLA, maintenance agreement, or other written document concluded or approved between the Contractor and the Client, unless expressly agreed otherwise in the relevant document.

1.3. These Terms and Conditions are intended for relations between the Contractor and persons who assign services in connection with their commercial, professional, or business activity.

1.4. By signing a contract, annex, offer, assignment letter, handover protocol, or another document referring to these Terms and Conditions, the Client confirms that it is familiar with them, accepts them, and undertakes to comply with them.

1.5. These Terms and Conditions do not replace the individual contract between the parties but complement it. Where there is a contradiction between a provision of the individual contract and a provision of these Terms and Conditions, the explicitly agreed clause in the individual contract or the corresponding annex thereto shall prevail.

1.6. Contractor is entitled to update these Terms and Conditions for future contractual relations. For contracts already concluded, the version of the Terms and Conditions in force on the date of signature of the contract concerned shall apply unless the parties agree otherwise in writing.

1.7. Amendment to the Terms and Conditions may not unilaterally alter an already agreed price, period, scope, remuneration, rights or obligations under a specific contract unless Client has expressly accepted such a change in writing.

1.8. The services may be provided remotely, on site at the Client, at the Contractor's office, or through a combination of these forms, according to the agreed scope.

1.9. Unless otherwise agreed in writing, the Contractor performs the services independently, with its own specialists, tools, methodology, and work organization.

1.10. These Terms and Conditions do not create labour, agency, representative, partner, joint venture or other relationship between the parties outside of what is expressly agreed.

2. GENERAL WORK PRINCIPLES

2.1. Each project shall be implemented in accordance with the agreed written scope, deadlines, stages, price and acceptance criteria.

2.2. The Contractor is not obliged to perform services, functionalities, pages, integrations, design, content, migrations, optimizations, or other activities that are not expressly included in the agreed scope.

2.3. Oral conversations, workshops, demonstrations, exemplary visualizations, suggestions, comments, chat correspondence or preliminary discussions do not create an obligation for Contractor unless they are confirmed in writing as part of the agreed scope or Change Request.

2.4. The Client undertakes to provide in a timely manner the necessary assistance, information, materials, access, decisions, approvals, and feedback required for performance of the project.

2.5. The Contractor is entitled to rely on the information, content, instructions, prices, product data, technical specifications, commercial terms, and other materials provided by the Client as accurate, current, and lawful.

2.6. If it is established that material, a requirement, a technical solution, or an external service provided by the Client may obstruct proper performance of the project, the Contractor shall notify the Client and propose a possible solution. Until a decision or appropriate assistance is received from the Client, the deadlines for the affected activities are extended by the relevant period.

3. MEANING OF USED TERMS

3.1. "Contractor" means the person providing development, maintenance, hosting, consulting, or other agreed web services.

3.2. "Client" means the person assigning and paying for the Contractor's services.

3.3. "Project" means the set of activities, results, functionalities, design, content, integrations, and other agreed elements necessary for the development, modification, maintenance, or publication of a Website, Online Store, or other web solution.

3.4. "Project Scope" means the written agreed description of the activities, pages, functionalities, design, technologies, integrations, limitations, deadlines, stages, and acceptance criteria for the Project.

3.5. "Annex No. 1 - Project Scope" means the document to the relevant contract describing the final scope, stages, deadlines, remuneration, responsibilities, and acceptance criteria for the specific Project.

3.6. "Website" means an internet page or a set of internet pages intended to present the Client's activity, services, products, brand, information, or other content structure.

3.7. "Online Store" means a Website through which the Client offers goods or services for distance sale, including through a catalog, cart, user profiles, orders, payments, deliveries, promotions, and other related functionalities.

3.8. "Platform" means the software environment on which the Website or Online Store is developed or operates, including WordPress, WooCommerce, another CMS, framework, e-commerce platform, cloud service, or custom-developed solution.

3.9. "CMS" means a content management system for the Website or Online Store.

3.10. "WordPress" means the WordPress CMS platform.

3.11. "WooCommerce" means an e-commerce extension used in a WordPress environment.

3.12. "Theme" means a design template used for the visualization and structure of the Website or Online Store.

3.13. "Plugin" means an additional software module, extension, or component used to add functionalities to the Platform.

3.14. "Design" means the visual concept of the Project, including structure, wireframes, interface, user journeys, colors, typography, buttons, visual components, responsive versions, and other user experience elements.

3.15. "Content" means all texts, images, graphics, videos, logos, product descriptions, prices, files, documents, certificates, policies, sales terms, contact data, and other materials published or intended for publication in the Project.

3.16. "Client Materials" means all Content, instructions, files, logos, images, data, access credentials, technical assignments, and other materials provided by the Client to the Contractor.

3.17. "Test Environment" means an environment used for development, testing, review, and acceptance of the Project before publication in a production environment.

3.18. "Production Environment" means the environment in which the Website or Online Store is published and accessible to real users.

3.19. "Go-Live" means the moment when the Website, Online Store, or another agreed functionality is published in the Production Environment and made available for real use.

3.20. "Defect" or "Bug" means a reproducible discrepancy between the actual behavior of the agreed functionality and the written approved Project Scope, which prevents or substantially hinders normal use of the relevant functionality.

3.21. The following are not considered Defects:

3.21.1. new functionalities not included in the agreed scope;

3.21.2. changes in design, texts, structure, visual elements or working logic after approval of the relevant stage;

3.21.3. Incompatibilities arising from updates or changes to WordPress, WooCommerce, themes, plugins, browsers, operating systems, hosting environments or other external technologies;

3.21.4. problems caused by changes made by Client or by third parties;

3.21.5. problems caused by incomplete, inaccurate or inappropriate Client Materials;

3.21.6. problems in external systems, services or integrations that are not managed by Contractor.

3.22. "Change Request" means a written request for new functionality, a change in design, structure, content, integration, automation, language version, page, module, report, workflow, or another activity outside the agreed Project Scope.

3.23. "Hosting" means the service of providing, configuring, administering, maintaining, or managing a technical environment for operation of the Website or Online Store.

3.24. "Domain" means the internet address through which the Website or Online Store is accessible on the internet.

3.25. "SSL Certificate" means a digital certificate used to encrypt communication between the Website or Online Store and its users.

3.26. "Third-Party Services" means services, platforms, APIs, software, systems, or infrastructure provided by persons other than the Contractor, including hosting providers, domain registrars, payment operators, courier systems, ERP, CRM, email services, Google, Meta, analytics platforms, CDN services, themes, plugins, and other external solutions.

3.27. "Support Request" means a written request by the Client for removal of a Defect, technical assistance, setup, change, consultation, or another service after acceptance of the Project.

3.28. "Business Day" means any day from Monday to Friday, excluding official holidays in the Republic of Bulgaria.

3.29. "Business Hours" means the time from 09:00 to 18:00 on a Business Day, unless otherwise agreed in a contract, SLA, or another applicable document.

4. CONTRACTUAL DOCUMENTS

4.1. Contractual relations between Contractor and Client may be settled through one or more of the following documents:

4.1.1. an individual contract;

4.1.2. these Terms and Conditions;

4.1.3. Annex No. 1 - Project Scope;

4.1.4. a commercial offer accepted in writing by Client;

4.1.5. price offer or tariff;

4.1.6. a contract letter, contract or written confirmation of a service awarded;

4.1.7. Change Request or other written approval of additional activities;

4.1.8. SLA or technical maintenance contract;

4.1.9. a personal data processing agreement;

4.1.10. handover protocol;

4.1.11. other annexes, addenda, or written approved documents between the parties.

4.2. The individual contract, together with its annexes, constitutes the overall agreement between the parties on the specific Project or service.

4.3. In the event of conflict between contract documents, the following priority order shall apply:

4.3.1. written annex to the individual contract;

4.3.2. individual contract;

4.3.3. Annex No. 1 - Project Scope;

4.3.4. approved Change Request;

4.3.5. SLA or technical maintenance contract;

4.3.6. a personal data processing agreement;

4.3.7. accepted trade or price offer;

4.3.8. these Terms and Conditions;

4.3.9. other documents explicitly mentioned as part of the contractual relationship.

4.4. Where there is a contradiction in contractual documents concerning price, time, scope, technology, method of acceptance or other material agreement, the higher priority document shall prevail under item 4.3.

4.5. Written communications, approvals, objections, requests, changes and confirmations made by email shall be deemed valid where they are sent from or to the official correspondence addresses indicated by the Parties.

4.6. Contractor shall have the right to accept an application, instruction or approval made by an authorised representative, project manager, employee or other person designated by Client as a contact person under the Project.

4.7. Client is obliged to inform Contractor in due time of any change in contact persons, email addresses, approval rights or other circumstances that may affect the normal execution of a Project.

5. ASSIGNMENT OF SERVICES

5.1. The Client assigns to the Contractor services for analysis, planning, design, development, configuration, publication, hosting, technical support, integrations, consulting, and/or other web services according to the individual contract, applicable offer, Annex No. 1 - Project Scope, and these Terms and Conditions.

5.2. The services are considered assigned after signing an individual contract, accepting an offer, signing an annex, sending an assignment letter, confirming by email, or another written document from which the assigned service, the parties, and the agreed terms can be clearly established.

5.3. Unless otherwise agreed in writing by the Parties, the Contractor shall commence the performance of the services following the simultaneous occurrence of the following conditions:

5.3.1. signature or written acceptance of the relevant agreed document;

5.3.2. receipt of the agreed advance or first payment;

5.3.3. provision by the Client of the necessary initial information, materials, access, and contact persons;

5.3.4. approval of Annex No. 1 - Project Scope where provided.

5.4. Implementing periods shall start from the date on which all applicable conditions under item 5.3 are met.

5.5. When Client asks Contractor to start working before the final approval of Annex No. 1 - Project Scope, the activities carried out so far are considered to be awarded and payable according to the agreed price, tariff or approved offer.

5.6. Contractor shall have the right to refuse to start or continue working when:

5.6.1. the Client has not fulfilled its payment obligations;

5.6.2. the necessary materials, access, decisions, or assistance have not been provided;

5.6.3. the Client requires activities outside the agreed scope without approving the relevant Change Request;

5.6.4. the performance of the requested service would violate a law, rights of third parties, conditions of external platform or the professional standards of Contractor.

6. ANALYSIS AND CLARIFICATION OF REQUIREMENTS

6.1. Before the start of the development, Contractor may perform an initial business, functional, technical or design analysis where necessary to determine the exact scope of Project.

6.2. The analysis may include, without limitation:

6.2.1. specifying the business objectives and purpose of Website or Online Store;

6.2.2. determination of target audiences, user types and user scenarios;

6.2.3. determination of the structure of the pages, navigation, categories and content sections;

6.2.4. determining the necessary functionalities, forms, user profiles, roles, working processes and automation;

6.2.5. definition of design requirements, brand identity, adaptable versions and user experience;

6.2.6. determining the necessary integrations with payment operators, couriers, ERP, CRM, storage, marketing, analytical or other systems;

6.2.7. determination of the necessary themes, plugins, licences, third-party services and technical infrastructure;

6.2.8. defining requirements for migration, import, processing or publication of content, products, categories, customers, orders or other data;

6.2.9. identification of technical restrictions, dependencies, risks, assumptions and responsibilities of the Parties;

6.2.10. determination of the stages, timing, price and criteria for accepting a Project.

6.3. Client undertakes to actively participate in the analysis through the contact persons designated by him, to provide the necessary information and to take decisions on the questions posed by Contractor.

6.4. Contractor shall have the right to base the analysis, technical proposals, timeframes and price on information provided by Client.

6.5. Client is responsible for the completeness, timeliness and accuracy of the information provided, including information on business processes, products, prices, sales rules, deliveries, payments, stock levels, users, external systems and other relevant circumstances.

6.6. Contractor shall not be responsible for incorrect assessment, incorrect planning, need for additional activities or delays where they are caused by incomplete, inaccurate, misleading or untimely information provided by Client.

6.7. Where it is established during the analysis that additional functionalities, external services, paid licenses, integrations, specialised developments, changes in technical infrastructure or other activities outside the initial scope are required to meet the requirements, Contractor shall inform Client and shall offer updated deadlines, price and/or scope.

6.8. Contractor is not obliged to proceed to a next stage of Project until Client takes a necessary decision on a matter that affects design, functionality, technology, budget, or performance quality.

6.9. Unless otherwise agreed, the analysis shall not include:

6.9.1. legal analysis of the activities of Client;

6.9.2. drawing up or reviewing terms and conditions for sale, privacy policy, cookie policy, complaint rules, withdrawal of contract or other legal documents;

6.9.3. tax, accounting, financial, medical, regulatory or other specialised professional advice;

6.9.4. Certification, legal audit, penetration testing, IT security audit or regulatory compliance assurance;

6.9.5. analysis of business processes, systems or integrations not explicitly included in the agreed scope.

7. DEFINITION AND APPROVAL OF SCOPE

7.1. Upon completion of the analysis, Contractor prepares Annex No. 1 - Project Scope or other equivalent document describing the particular Project.

7.2. Annex No. 1 - Project Scope may contain, where applicable:

7.2.1. the objectives and purpose of Project;

7.2.2. the structure of Website or Online Store;

7.2.3. the number and type of pages, templates, sections and language versions;

7.2.4. design requirements and approved visual materials;

7.2.5. the agreed functionalities;

7.2.6. integrations with third-party services;

7.2.7. the Platform, Theme, Plugins, licenses and technical environment used;

7.2.8. import, migration, processing or publication activities;

7.2.9. materials to be provided by Client;

7.2.10. the obligations of each Party;

7.2.11. Project time limits, stages and dependencies;

7.2.12. the conditions and criteria for acceptance;

7.2.13. the agreed price and payment scheme;

7.2.14. explicitly mentioned exceptions to the scope.

7.3. Any functionality, page, integration, design element, service, material or activity not explicitly included in the Annex No. 1 - Project Scope or any other written approved document is considered outside the scope of the Project.

7.4. Examples of activities outside the scope unless explicitly agreed are:

7.4.1. production of additional pages, landing pages or language versions;

7.4.2. creation, editing, translation or optimization of texts;

7.4.3. product photography, video, graphic design, brand identity or promotional materials;

7.4.4. import or processing of products, categories, customers, orders, images or other data above the agreed volume;

7.4.5. integrations with ERP, CRM, storage, accounting, payment, courier, marketing or other external systems;

7.4.6. development of custom modules, specific automations, APIs or software solutions;

7.4.7. SEO optimization, marketing, advertising management, support of social networks or content services;

7.4.8. legal, tax, accounting or other specialised consultations;

7.4.9. Training, maintenance or consultation outside the explicitly agreed hours or scope.

7.5. Client is obliged to review the provided Annex No. 1 - Project Scope and provide written approval or reasoned objections within 5 working days of receipt.

7.6. In the absence of written reasoned objections within the time limit laid down in item 7.5, Contractor shall be entitled to accept that Annex No. 1 - Project Scope has been approved if he has previously notified Client of this consequence.

7.7. The approval of Annex No. 1 - Project Scope means that Client accepts the functionalities, limitations, assumptions, deadlines, responsibilities and acceptance criteria described therein.

7.8. The approval of Annex No. 1 - Project Scope does not constitute acceptance of the final result of Project. The acceptance of the website, Online Store or other development shall be carried out in accordance with Section VIII of these Terms and Conditions.

7.9. Following the approval of Annex No. 1 - Project Scope, any modification shall be handled as a Change Request, except where it concerns a Defect identified during acceptance testing or within the warranty period.

7.10. When in the course of the implementation, Client requests a change affecting already approved design, functionality, structure, technology, time frame or other agreed part of Project, Contractor shall be entitled to re-evaluate the necessary resources, deadlines and remuneration.

7.11. Contractor has the right not to initiate the execution of Change Request before his written approval by Client.

7.12. When Client decides not to continue with Project after the analysis has been completed, Client shall pay for the activities actually performed up to that point, including analysis, consultations, planning, design, technical assessment and prepared documents, in accordance with Contractor's contract, offer or tariff.

8. GENERAL RULES FOR PLANNING AND DESIGN

8.1. Contractor shall carry out the planning and design of Website, Online Store or other agreed Project in accordance with the approved Project Scope, Client's requirements, brand materials and agreed technical limitations.

8.2. Planning and design may include, where expressly agreed:

8.2.1. information architecture and structure of the pages;

8.2.2. wireframes, user paths and navigation schemes;

8.2.3. visual concept and design of main pages;

8.2.4. design of internal page templates, categories, products, blogs, contact forms, cart, checkout and other functional screens;

8.2.5. adaptive versions for desktops, tablets and mobile devices;

8.2.6. design of buttons, shapes, menus, maps, banners, tables, filters, pop-up windows and other interface components;

8.2.7. use and adaptation of brand identity, colors, fonts, logos and other visual Client Materials;

8.2.8. Preparation of design guidelines for subsequent development.

8.3. Unless otherwise agreed in Annex No. 1 - Project Scope, Contractor prepares a basic design concept for agreed pages or templates.

8.4. The number of design revisions included is defined in Annex No. 1 - Project Scope, offer or other written approved document.

8.5. In the absence of explicit agreement, the number of revisions included shall be up to 2 (two) consolidated revisions of the approved design for the relevant stage.

8.6. "Consolidated revision" means a single set of collected, non-conflicting and written comments from Client's designated contact person.

8.7. Comments provided in parts by different persons, at different times or containing conflicting indications, may be treated by Contractor as separate revisions or as Change Request.

9. DESIGN APPROVAL

9.1. Contractor provides to Client design materials through an appropriate electronic environment, file, link, test environment or other agreed method.

9.2. Client shall review the design submitted and submit written approval or reasoned comments within 5 (five) working days of receipt, unless the parties have agreed otherwise.

9.3. If Client does not provide written reasoned comments within the time limit under item 9.2, Contractor shall be entitled to treat the design as approved if Client has been notified in advance of this consequence.

9.4. Design approval can be done by signing a document, email, written confirmation in the system for project management, or other traceable electronic method.

9.5. By approving the design, Client confirms that the visual concept, structure, location of the elements, the colors used, typography, navigation and other approved design elements meet the agreed requirements.

9.6. After approval of the design, Contractor is entitled to start or continue the development of a Project based on approved design materials.

9.7. Subsequent changes to already approved design, structure, navigation, visual identity, components or user scenarios shall be considered as Change Request unless they represent the removal of Defect or non-compliance with the approved design.

10. REFERENCES, INSPIRATION AND VISUAL MATERIALS

10.1. Client can provide reference websites, images, visual concepts, screenshots, examples or other materials to illustrate a preferred style, functionality or user experience.

10.2. The references provided are used only as a guide and do not constitute an obligation for the Contractor to copy, reproduce or mimic entirely foreign design, content, code, functionality or commercial identity.

10.3. Contractor shall have the right to refuse execution of an indication which could lead to infringement of intellectual property rights, trademarks, copyrights, licences or other rights of third parties.

10.4. Client is responsible for the right to use his logo, photos, illustrations, fonts, videos, texts, trademarks and other visual materials.

10.5. When Client does not provide the necessary visual materials, Contractor may use temporary sample images, stock images with an appropriate licence or other substitutes when included in the agreed scope.

10.6. Purchase of paid images, videos, fonts, themes, plugins, illustrations, templates or other licensed resources is made at the expense of Client, unless expressly agreed otherwise.

10.7. Contractor shall not be responsible for any subsequent modification, deletion, restriction of access or modification of the conditions for the use of external images, fonts, templates, stock resources or other material provided by third parties.

11. RESPONSIVE DESIGN AND COMPATIBILITY

11.1. Unless otherwise agreed, Website or Online Store is developed with an adaptive design to use desktop devices, tablets and mobile phones.

11.2. Adaptive design aims at a normal and functional visualization of a Project in the commonly used screen sizes and up-to-date versions of widely used browsers.

11.3. Contractor does not guarantee absolutely identical visualization of each item in all possible devices, resolutions, browsers, browser versions, operating systems, user settings, browser extensions or future technology environments.

11.4. Unless otherwise agreed, Contractor shall perform Project tests in current versions of the following browsers:

11.4.1. Google Chrome;

11.4.2. Mozilla Firefox;

11.4.3. Microsoft Edge;

11.4.4. Safari, as far as applicable and technically available to Contractor.

11.5. Compatibility with outdated browsers, specific corporate environments, non-standard devices, specialized hardware, televisions, car systems, built-in browsers or other non-standard environments is not included unless explicitly agreed.

11.6. Differences in visualization that do not hinder the normal use of agreed functionality and are conditioned by features of a particular device, browser, operating system or user setting are not considered to be Defect.

12. ACCESSIBILITY, SEO AND PERFORMANCE

12.1. Unless explicitly agreed at the Annex No. 1 - Project Scope, Contractor does not undertake full compliance with a specific digital accessibility standard including WCAG, EN 301 549 or other applicable standards.

12.2. Where accessibility optimization is included in the scope, it shall be carried out to the extent and by the criteria explicitly specified in Annex No. 1 - Project Scope.

12.3. Unless otherwise agreed, the development includes basic technical prerequisites for indexing by search engines, such as appropriate page structure, titles, meta fields, sitemap or other explicitly agreed elements.

12.4. Contractor does not guarantee specific positions in the results of search engines, a certain number of visits, sales, requests, conversions, revenue or other commercial result from Website or Online Store.

12.5. The quick operation of the Project depends on factors outside the control of the Contractor, including hosting environment, server resources used plugins, external scripts, size and image quality, video content, internet connection, load, third-party services and actions of Client.

12.6. Unless otherwise agreed, Contractor does not guarantee specific assessments at Google PageSpeed Insights, Lighthouse, Core Web Vitals, GTmetrix or other external tools.

13. HANDOVER OF DESIGN MATERIALS

13.1. Contractor provides only those design files, output materials, editable files or components that are explicitly included in the agreed scope.

13.2. Unless otherwise agreed, the transmission of the working Website or Online Store does not include providing original files from Figma, Photoshop, Illustrator, Sketch, Adobe XD or other design environments.

13.3. Provide output design files, design systems, libraries with components or separate graphic materials can be negotiated as an additional service.

13.4. Temporaryly used mockups, example images, demo texts, placeholders, trial products or other materials used for design and development purposes shall not be considered part of the final Project unless explicitly approved for publication.

14. GENERAL DEVELOPMENT RULES

14.1. Contractor shall carry out the development, configuration and technical realization of the Project under the approved Project Scope, approved design and agreed technical parameters.

14.2. The development can be done by using standard features of Platform, Themes, Plugins, configurations, integrations, own developed code or combination of the specified means.

14.3. Unless otherwise agreed in Annex No. 1 - Project Scope, Contractor shall determine the specific technical means, architecture, modules, plugins, themes, libraries, tools and methods for implementing the Project.

14.4. Contractor shall have the right to replace an initially provided technical component, theme, plugin, library or external service with a functionally equivalent or more appropriate solution where necessary for the security, compatibility, performance, maintenance or normal execution of a Project.

14.5. When replacing item 14.4 results in a significant change in functionality, design, time, price or technical requirements of Project, Contractor shall notify Client in advance and propose the relevant solution.

14.6. Contractor shall not be obliged to use specific theme, plugin, technology, framework, page builder, external system or other component specified by Client where the same:

14.6.1. is not compatible with the remaining technical environment;

14.6.2. is obsolete, unsupported, insecure or of unknown origin;

14.6.3. violate third party licensing conditions or rights;

14.6.4. creates an unjustified risk to the security, productivity or future support of the Project;

14.6.5. require additional coverage, price or time limit not approved by Client.

14.7. Unless otherwise agreed in writing, Contractor shall not undertake an obligation to develop its own CMS, its own e-commerce platform, its own ERP, CRM, mobile application, marketplace, SaaS service or other large-scale software system beyond explicitly agreed Project Scope.

15. WORDPRESS, WOOCOMMERCE, THEMES AND PLUGINS

15.1. When a Project is developed through WordPress, WooCommerce or other CMS platform, Contractor shall perform the necessary settings, configurations and developments within the agreed scope.

15.2. The standard configuration of WordPress, WooCommerce, theme or plugin is not a short development unless explicitly stated otherwise in Annex No. 1 - Project Scope.

15.3. Short-term development is the creation or substantial modification of program code, templates, modules, functionalities, API integrations, automation, checkout processes, product logic, user roles or other elements that cannot be implemented through the standard functionality of the platform used.

15.4. All paid Themes, Plugins, extensions, API services, licences, subscriptions and third-party services are paid by Client unless explicitly stated otherwise in an agreed document.

15.5. Where technically possible, paid licences should be purchased and registered in the name, email address or client account.

15.6. Where a paid licence is temporarily purchased or activated through a Contractor profile, Contractor shall not be obliged to renew it after its expiry unless the parties have expressly agreed subscription support or any other written agreement.

15.7. Client understands and accepts that the functionalities of WordPress, WooCommerce, Themes, Plugins and other components can be modified, limited, removed or suspended by their creators or suppliers.

15.8. Contractor is not responsible for future changes, termination of maintenance, termination of functionalities, change of license conditions, vulnerability, incompatibilities or other actions and omissions of developers and suppliers of Themes, Plugins and other Third-Party Services.

15.9. In case of incompatibility between the technologies used due to WordPress, WooCommerce, theme, plugin, PHP version, server environment, browser or other external technology, Contractor shall only perform the necessary actions within the framework of a separate maintenance, warranty or approved Change Request.

15.10. Client is not entitled to install, use or require the use of unlicensed, copied, modified without permission or obtained from unofficial sources Themes, Plugins, software components or other materials.

15.11. Contractor shall have the right to refuse installation or maintenance of a component under item 15.10 and to require its removal when it creates a risk to security, compatibility or lawful use of a Project.

16. CUSTOM DEVELOPMENT AND SOURCE CODE

16.1. Short developments shall only be carried out when explicitly included in Annex No. 1 - Project Scope, approved Change Request or other written agreed document.

16.2. Contractor has the right to use its own libraries, code components, templates, frameworks, functions, methodologies, tools and know-how in project development.

16.3. Unless otherwise agreed in writing, Contractor shall not be obliged to provide source code, repository access, development documentation, technical architecture, internal tools or other work materials beyond the agreed result.

16.4. The transmission of source code, Git repository, technical documentation, API documentation or other materials under item 16.3 may be arranged as a separate service in Annex No. 1 - Project Scope.

16.5. When Client or a third party changes custom code, a theme, plugin, configuration or another technical part of Project without prior coordination with Contractor, Contractor shall not be responsible for the consequences of those changes.

16.6. Recovery, correction or adaptation of a Project after intervention of a Client or a third party is performed as an additional paid service unless the parties have agreed otherwise.

17. INTEGRATIONS AND THIRD-PARTY SERVICES

17.1. Integrations with payment operators, couriers, ERP, CRM, warehouse systems, accounting systems, email services, SMS services, Google, Meta, analytics platforms, chat systems, marketing platforms, APIs or other external systems shall be implemented only when expressly included in the agreed Project Scope.

17.2. Client is obliged to provide all necessary contracts, accounts, API keys, test profiles, accesses, documents, technical documentation, permissions and assistance needed to realize integration.

17.3. Contractor is not responsible for refusing an external service provider to provide access, API, license, approval, test environment, technical documentation or other necessary integration capability.

17.4. Contractor is not responsible for changes to the API, documentation, tariffs, technical restrictions, policies, accessibility, security or other parameters of Third-Party Services.

17.5. Where an external service, integration or API does not allow the implementation of the agreed functionality due to technical limitation, change of conditions, lack of access or other reason outside the control of the Contractor, the Parties shall discuss a possible alternative solution.

17.6. If the alternative solution requires further development, license, service, period or remuneration, it shall be implemented after the written approval of Client.

17.7. External system integration shall be deemed to have been implemented when agreed data or actions are exchanged according to previously agreed acceptance scenarios and criteria.

17.8. Contractor does not guarantee continuous, error-free or uninterrupted operation of an integration where it depends on Third-Party Services, infrastructure or data beyond Contractor's control.

18. IMPORT, MIGRATION AND DATA PROCESSING

18.1. Import, migration, processing, transformation or publication of products, categories, customers, orders, images, texts, documents or other data shall be carried out only in so far as explicitly specified in Annex No. 1 - Project Scope.

18.2. Unless otherwise agreed, the import shall be carried out once, on the basis of files provided by Client, tables, exports, APIs or other agreed sources.

18.3. Client is responsible for the accuracy, completeness, structure, legality and right to use the data provided.

18.4. Contractor shall not be obliged to perform manual cleaning, editing, categorizing, translation, verification, enrichment, deduplication or correction of data unless explicitly included in the agreed scope.

18.5. When determining incomplete, unstructured, duplicated, incorrect or technically incorrect data, Contractor shall be entitled to request corrected file, additional information or written instructions from Client.

18.6. The need for additional processing, transformation or correction of data outside the initially agreed activity shall be considered Change Request.

18.7. Client is obliged to review and confirm the correctness of the imported data before Go-Live.

18.8. Contractor is not responsible for incorrect prices, stocks, descriptions, images, tax rates, categories, product characteristics, customer data, orders or other data where they arise from Client Materials.

19. TEST AND PRODUCTION ENVIRONMENT

19.1. Contractor may develop and test a Project in Test Environment before its publication in Production Environment.

19.2. Client undertakes to perform the necessary acceptance tests within the time limit provided and to notify in writing of identified discrepancies with the agreed Project Scope.

19.3. The publication in Production Environment is carried out after approval by Client, implementation of agreed prerequisites and provision of necessary access.

19.4. Unless otherwise agreed, Contractor shall have the right to postpone Go-Live when:

19.4.1. Client has not provided the necessary access, content, settings or solutions;

19.4.2. no necessary acceptance tests have been carried out or approved;

19.4.3. does not activate the necessary external services, licences, payments, supplies or integrations;

19.4.4. Client has not fulfilled the agreed payment obligations;

19.4.5. publication would create a risk to the security, work, legality or commercial activity of Client.

19.5. Contractor is not responsible for delaying DNS updates, domain settings, SSL certifications, caching, CDN services, hosting environment, email settings or other actions performed by Third-Party Services.

19.6. Client is obliged before Go-Live confirms the correctness of published contact data, company data, product information, prices, payment terms, delivery, return, claims, policies and other commercial or legal materials.

19.7. After Go-Live any subsequent changes other than the removal of Defects within the warranty period shall be carried out as technical support or Change Request.

20. PROVISION OF CONTENT AND MATERIALS

20.1. Unless otherwise agreed in Annex No. 1 - Project Scope, Client is obliged to provide all necessary materials for the development, completion and publication of Project.

20.2. Materials may include, where applicable:

20.2.1. company data, contact details, addresses, business hours and contact persons;

20.2.2. logos, brand manuals, colour palettes, fonts and other elements of visual identity;

20.2.3. texts for pages, services, products, categories, blog posts, frequently asked questions, banners, forms and other sections;

20.2.4. product data including names, codes, barcodes, categories, prices, tax rates, stocks, weight, dimensions, characteristics, images, instructions and certificates;

20.2.5. pictures, videos, graphics, illustrations, presentations, catalogues and other visual materials;

20.2.6. documents related to distance, delivery, payment, claims, return, withdrawal of a contract, guarantees, personal data, cookies and other applicable rules;

20.2.7. data, files, tables, export, API accesses or other materials necessary for import, migration or integration;

20.2.8. testing profiles, accesses, API keys, technical documentation and other data needed to work with third-party services.

20.3. Client provides the materials in the agreed format, duration and communication channel. In the absence of explicit agreement, materials shall be provided in electronic format via email, cloud repository, system for project management or other reasonably applicable means.

20.4. Client is obliged to provide materials in sufficient quality and format suitable for use in Website or Online Store.

20.5. Contractor shall have the right to refuse the publication or use of material which is technically inappropriate, of insufficient quality, incomplete, misleading, illegal or poses a risk of breach of third party rights.

20.6. If Client does not provide the necessary materials within the time limit, Contractor shall be entitled:

20.6.1. use temporary texts, images, sample products or other placeholder materials;

20.6.2. continue work on activities that do not depend on missing materials;

20.6.3. delay the affected stage until the necessary data are provided;

20.6.4. extend the deadlines for implementation with the delay period and with the necessary period for rearranging the work schedule;

20.6.5. treat subsequent filling, editing or publication of content as an additional service where this requires additional work outside the initially agreed scope.

21. RESPONSIBILITY FOR CONTENT

21.1. Client is fully responsible for the legality, accuracy, currency, completeness and right of use of all materials provided by him.

21.2. Client ensures that it has all the necessary rights, permissions, licenses, consents and grounds for using the provided texts, images, videos, music, fonts, logos, trademarks, product data, documents and other materials.

21.3. Contractor is not obliged to verify whether the materials provided by Client violate copyrights, trademark rights, personality rights, contractual restrictions, advertising rules, legal requirements or other rights of third parties.

21.4. Client is responsible for all published via Website or Online Store:

21.4.1. prices, discounts, promotions and tax rates;

21.4.2. product descriptions, characteristics, images and stocks;

21.4.3. terms of sale, payment, delivery, claims, return and withdrawal;

21.4.4. information about the trader, contacts, addresses, business hours and representation;

21.4.5. Personal data policies, cookies, marketing communications and other regulatory documents;

21.4.6. advertising, marketing, medical, financial, nutritional, technical or other specialised text;

21.4.7. any other content published on behalf or on behalf of Client.

21.5. Contractor shall not provide legal, tax, accounting, medical, financial or other regulated consultations unless the parties have expressly agreed in a separate written contract.

21.6. Client undertakes to exempt Contractor from liability and to compensate the latter for any claims, penalties, damages, costs and expenses, including reasonable costs of legal protection arising from material provided by Client or published on his behalf, breaching third party rights or applicable legislation.

22. COOPERATION, APPROVALS AND CONTACT PERSONS

22.1. Client undertakes to designate a person or contact persons who have the necessary competence and powers to provide information, feedback, approvals, objections and instructions under Project.

22.2. Client is obliged to ensure the timely participation of the necessary employees, external consultants, technical persons, marketing specialists or other persons on whom project implementation depends.

22.3. Client shall provide consolidated and non-controversial feedback through the designated contact person unless the parties have agreed otherwise.

22.4. Contractor shall have the right to accept as valid any instructions, approvals, comments, decisions and requests provided by a person designated by Client as a representative or contact person under the Project.

22.5. Client is responsible for internal coordination of his decisions. Conflicting instructions given by different representatives of Client do not bind Contractor until confirmed by a single written position.

22.6. Where a decision, approval, access, information or material from Client is necessary for the performance of a particular activity, Contractor shall be entitled to suspend the performance of the activity until they are received.

22.7. In case of delay on the part of Client, project time limits shall be automatically extended with the delay period without Contractor being responsible for the consequences of this.

22.8. Where the delay or lack of cooperation lasts more than 15 (fifteen) calendar days, the Contractor shall have the right to reschedule and schedule the activities concerned for a subsequent available working period.

22.9. Where the delay or lack of cooperation lasts more than 30 (30) calendar days, the Contractor shall be entitled to suspend the Project temporarily by notifying Client in writing.

22.10. When the Project resumes after the suspension of item 22.9, the Parties agree an updated timetable. Contractor is not obliged to restore work on the previous schedule when this is impossible due to engagement with other projects.

23. ACCESS, ACCOUNTS AND TECHNICAL INFORMATION

23.1. When necessary to execute a Project, Client provides Contractor with the necessary access to domain, hosting, DNS, CMS, WordPress, WooCommerce, email, payment operators, courier systems, ERP, CRM, analytic systemsthemes, advertising platforms and other relevant services.

23.2. Client undertakes to provide access in a secure manner and not to send passwords in unprotected public channels where it is possible to use another appropriate method.

23.3. Contractor has the right to request the creation of a separate user profile with appropriate rights instead of using the primary administrative profile of Client.

23.4. Client is responsible for having the necessary rights to access the relevant system, service or account.

23.5. Contractor shall use the access provided only for the purpose of performing the agreed services.

23.6. When changing, limiting, erasing or terminating access, accounts, API keys, licenses or external services by a Client or a third party, Contractor shall not be liable for any delay, inability to perform or malfunction.

23.7. Upon completion of the Project or upon termination of the contract relationship, Contractor shall be entitled to remove its temporary access, testing profiles, keys, media and other technical means used to perform the services in so far as this does not affect the agreed result.

24. TRAINING AND KNOWLEDGE TRANSFER

24.1. The training of Client, his employees or other designated persons shall be carried out only when explicitly included in the agreed Project Scope.

24.2. Unless otherwise agreed, the training shall be carried out remotely within the agreed hours and for the agreed number of participants.

24.3. Training may include presenting basic content management functions, products, orders, users, pages, images, settings or other agreed items of Website or Online Store.

24.4. Contractor is not responsible for errors, changes, deleted data, incorrect settings or other consequences resulting from actions by Client, his employees or third parties after training.

24.5. Additional training, re-training, preparation of detailed manuals, video instructions, procedures or other documentation outside the agreed scope shall be performed as a separate paid service.

25. COMMUNICATION AND WORKFLOW

25.1. The parties communicate via Project via email, system for managing tasks, chat platform, video conference, telephone or other agreed communication channel.

25.2. For valid indications, approvals, objections, requests for change and other substantive decisions only those provided in written and traceable form shall be considered.

25.3. Contractor is not obliged to perform oral instructions given by telephone, meeting or any other informal channel until they are confirmed in writing.

25.4. Work meetings, consultations, demonstrations, trainings and communication outside the agreed scope may be included in the time or may be charged as an additional service where provided for in the contract, tariff or approved offer.

25.5. Client undertakes to provide comments and requests in a sufficiently clear and specific form so that Contractor can assess whether they are part of the agreed scope, warranty or Change Request.

26. HANDOVER OF STAGES

26.1. Contractor shall provide for review and acceptance of any completed stage of Project where provided for in Annex No. 1 - Project Scope, offer or other agreed document.

26.2. Stages may include, where applicable:

26.2.1. analysis and definition of the scope;

26.2.2. structure, wireframes and consumer scenarios;

26.2.3. design concept;

26.2.4. development of basic pages, templates or functionalities;

26.2.5. integrations with Third-Party Services;

26.2.6. import or migration of data;

26.2.7. test version of Website or Online Store;

26.2.8. publication in PRODUCTS ENVIRONMENT;

26.2.9. other stages explicitly described in the agreed Project Scope.

26.3. Contractor shall inform Client in writing of the provision of the relevant stage, indicating the means of access, review or testing.

26.4. Client shall review the submitted stage and submit written approval or reasoned objections within 5 (five) working days unless in Annex No. 1 - Project Scope is not agreed on another deadline.

26.5. The objections of Client should be specific, understandable and justified to the agreed Project Scope.

26.6. Any objection should, as far as applicable, contain:

26.6.1. description of the non-compliance found;

26.6.2. information about the affected page, functionality, device, browser or user profile;

26.6.3. sequence of actions to reproduce the problem;

26.6.4. expected and actual behaviour;

26.6.5. screenshot, video, link or other suitable material where possible.

26.7. General, vague or unrelated to the agreed Project Scope comments, including "I do not like it," "I want it to be more modern," "let's try another option" or other similar instructions, do not constitute reasoned objections and can be considered as Change Request.

26.8. In the absence of written reasoned objections within the period referred to in point 26.4, the relevant stage shall be deemed to have been accepted, provided that Contractor has previously informed Client of this consequence.

26.9. Adopting a specific stage means that Client approves the results of it and Contractor has the right to move on to the next stage of Project.

26.10. Any subsequent change at an accepted stage shall be considered as Change Request unless it is a Defect or non-compliance with the approved requirements.

27. ACCEPTANCE TESTING

27.1. Upon completion of the development, Contractor shall provide a Project or the relevant acceptance test functionality at Test Environment or other agreed environment.

27.2. The acceptance tests shall be carried out by Client or by persons designated by him within 5 working days of the Contractor notification, unless the parties have agreed another time limit.

27.3. The acceptance tests shall be performed against the agreed functionalities, scenarios, parameters and acceptance criteria described in Annex No. 1 - Project Scope.

27.4. For Online Store, acceptance tests may include, where applicable:

27.4.1. review of the structure, pages and mobile version;

27.4.2. user registration and login;

27.4.3. searching, filtering and viewing of products;

27.4.4. adding products in a cart;

27.4.5. applying promotions, coupons, taxes and deliveries;

27.4.6. creation of a test order;

27.4.7. check email notifications;

27.4.8. verification of integrations with a payment operator, courier, ERP, CRM or other external system when these are part of the agreed scope;

27.4.9. verification of users' rights and administrative functions;

27.4.10. Other previously agreed test scenarios.

27.5. Client is responsible for ensuring competent individuals to perform the acceptance tests, including persons who know its products, services, trade rules, prices, supplies, payments and internal processes.

27.6. Contractor shall not be responsible for uninformed, incomplete or inaccurate acceptance tests by Client.

27.7. When Client has not carried out acceptance tests or has not submitted objections within the agreed period, the Contractor shall be entitled to consider the Project accepted under item 26.8.

28. DEFECTS AND NON-CONFORMITIES

28.1. When Defect is established during the acceptance tests, Client shall notify the Contractor in writing as required by item 26.6.

28.2. Contractor analyzes the request received and informs Client whether it represents:

28.2.1. Defect;

28.2.2. non-compliance with the approved Project Scope;

28.2.3. restriction of the Platform or a Third-Party Service;

28.2.4. problem caused by provided data, settings or actions of Client;

28.2.5. Change Request.

28.3. Where the found non-compliance constitutes a Defect, Contractor shall remove it within a reasonable period of time, in accordance with its complexity, priority, technical dependence and the availability of assistance by Client.

28.4. The presence of non-essential Defects that do not prevent the normal use of the basic agreed functionalities does not give Client reason to refuse to accept the entire Project.

28.5. In the case of non-essential Defects, the Parties may sign an acceptance-transition protocol describing the remaining non-compliances and the time limit for their removal.

28.6. Essential is a Defect that makes it impossible or practically unusable to perform a basic functionality explicitly included in the agreed Project Scope.

28.7. They shall not be considered to be essential Defects unless otherwise agreed:

28.7.1. minor visual differences that do not prevent the use of Website or Online Store;

28.7.2. discrepancies in texts, images, prices, product data, stocks or other Client Materials;

28.7.3. problems caused by external services, internet connectivity, hosting, DNS, browser extensions, caching or other factors outside the control of the Contractor;

28.7.4. requests for additional design, functionality, automation or change of already approved solution.

29. FINAL ACCEPTANCE AND GO-LIVE

29.1. After completion of the acceptance tests and removal of the essential Defects, where available, Client accepts Project by:

29.1.1. The signing of a two-sided transmission protocol;

29.1.2. written confirmation by email;

29.1.3. written approval of the agreed system for project management;

29.1.4. default adoption according to item 26.8;

29.1.5. real use of Project in PROJECT ENVIRONMENT under item 29.3.

29.2. Go-Live is carried out after written approval by Client or after adoption of a Project in another order provided for in these Terms and Conditions.

29.3. When Client uses Website, Online Store or agreed functionality in a real Production Environment for a period longer than 10 (ten) calendar days without stating written reasoned objections to a material non-compliance with the agreed Project Scope, Project is deemed to be definitively accepted.

29.4. Real use within the meaning of item 29.3 includes, without limitation:

29.4.1. publication of the Website under the Client's primary domain;

29.4.2. acceptance of real customer requests, registrations or orders;

29.4.3. use of the administrative area by the Client's staff;

29.4.4. publication of advertisements, links, campaigns or content targeting Website or Online Store;

29.4.5. carry out real sales, payments, deliveries or other commercial operations through Online Store.

29.5. The adoption of the Project does not exempt Contractor from its obligation to remove Defects covered by the agreed guarantee period.

29.6. After the final adoption all new requests, changes, optimizations, further trainings, integrations, adjustments to content or other activities are carried out as technical support or Change Request.

30. GENERAL RULES FOR CHANGES

30.1. After approval of Project SCOPE, any change, supplement or new requirement shall be dealt with in accordance with this Section.

30.2. Change Request is considered any request that leads or can lead to a change in agreed functionalities, design, structure, content, integrations, technology, time frame, price, acceptance criteria or other elements of Project.

30.3. Change Request may include, without being limited to:

30.3.1. adding a new page, section, template, language version or landing page;

30.3.2. change in approved structure, navigation, user path or design;

30.3.3. adding or changing functionality, form, filter, calculator, user role, automation or work process;

30.3.4. development of a custom module, program code, API, integration or specialised logic;

30.3.5. adding, changing or extending integration with a payment operator, courier, ERP, CRM, warehouse, accounting, marketing or other external system;

30.3.6. Processing, import, migration, editing, translation, categorisation or publication of data and content beyond the agreed volume;

30.3.7. additional design revisions, outside the agreed number;

30.3.8. a change requested after the adoption of a relevant stage;

30.3.9. activity required due to a change in the requirements of Client, its business model, products, services, prices, processes, external systems or regulatory requirements;

30.3.10. Recovery, correction or adaptation necessary due to actions or omissions of Client, its employees, subcontractors or third parties.

30.4. Not considered Change Request:

30.4.1. the removal of a Defect which constitutes non-compliance with the approved Project Scope;

30.4.2. the performance of an activity explicitly included in the agreed Project Scope;

30.4.3. corrections to discrepancies between the approved design and the actual result of the Contractor;

30.4.4. Guarantee activities where they fall within the scope of the agreed guarantee period.

30.5. Contractor shall have the right to qualify a request received as Change Request when it is not included in the agreed Project Scope, regardless of how it is entitled or represented by Client.

31. SUBMITTING A CHANGE REQUEST

31.1. Client submits Change Request in writing via email, system for managing tasks, procurement letter or other agreed traceable channel.

31.2. Change Request shall contain as far as applicable:

31.2.1. a clear description of the desired change;

31.2.2. the purpose and expected result of the change;

31.2.3. affected pages, functionalities, integrations, data or processes;

31.2.4. available models, examples, references, files or technical documentation;

31.2.5. a requested implementation period, where necessary;

31.2.6. Information about external sistames, data, access, licenses or other dependencies.

31.3. Where the request does not contain sufficient assessment information, the Contractor shall be entitled to request further clarification, material, access or decision from Client.

31.4. The assessment and implementation period of Change Request shall begin after providing all necessary information, assistance and access.

31.5. Contractor is not obliged to start work on Change Request before his written approval by Client.

32. CHANGE ASSESSMENT

32.1. After receiving sufficient information, Contractor shall carry out a preliminary assessment of Change Request.

32.2. The assessment may include:

32.2.1. a description of the proposed solution;

32.2.2. the necessary activities and resources;

32.2.3. estimated implementation period;

32.2.4. price or method of formation of remuneration;

32.2.5. impact on already agreed deadlines, stages and dependencies;

32.2.6. the need for additional licences, services, integrations or costs to third parties;

32.2.7. the risks, limitations, assumptions and obligations of Client;

32.2.8. criteria for acceptance of change where necessary.

32.3. Where further analysis, technical study, proof of concept, meetings, tests or communication with external service providers is required to assess Change Request, Contractor shall be entitled to offer a separate paid analysis activity.

32.4. Unless otherwise agreed, the preliminary assessment of a standard Change Request request shall not constitute a binding obligation for Contractor until its written confirmation.

32.5. When an unforeseen technical dependence is identified in the process of implementing an approved Change Request, a need for further development, a change in a third system or other factor beyond the initial assessment, Contractor shall notify Client and propose an updated assessment.

32.6. Contractor shall be entitled to suspend the execution of the Change Request affected until written approval of the updated assessment has been obtained.

33. APPROVAL AND IMPLEMENTATION

33.1. Change Request is deemed to have been approved after a written confirmation by Client of the price proposed by Contractor, period, scope and other applicable conditions.

33.2. The approval may be granted by:

33.2.1. signing an annex or a separate annex;

33.2.2. acceptance of a offer;

33.2.3. confirmation by email;

33.2.4. approval in the system for task management;

33.2.5. Another traceable written method agreed between the parties.

33.3. Where Change Request affects the price, duration or main scope of the individual contract, Contractor shall be entitled to require the signature of an annex.

33.4. Unless otherwise agreed, the time limit for implementing Change Request shall begin after:

33.4.1. its written approval;

33.4.2. payment of the agreed advance or full remuneration where provided;

33.4.3. provision of necessary materials, data, access, licenses and assistance by Client;

33.4.4. Provision of necessary actions or confirmations by third parties, where applicable.

33.5. Approved Change Request becomes part of the contractual relationship between the parties and amends respectively the SCOPE OF the Project, price, time limits or other conditions concerned.

33.6. Unless otherwise agreed, Change Request shall be accepted in accordance with Section VIII of these Terms and Conditions.

33.7. Client shall not be entitled to require the execution of Change Request within a period shorter than technically necessary, unless the Contractor has expressly accepted this in writing.

34. URGENT CHANGES AND ADDITIONAL REMUNERATION

34.1. Client may request urgent execution of Change Request.

34.2. Contractor shall assess whether emergency implementation is technically and organisationally possible without having to accept such an application.

34.3. When receiving an emergency Change Request Contractor shall be entitled to apply additional remuneration, priority rate or other conditions previously notified and written approved by Client.

34.4. Urgent requests requiring work outside worktime, on weekends or official holidays shall be executed only upon express written consent of the Contractor and after approval of the additional remuneration.

35. UNAPPROVED OR WITHDRAWN CHANGES

35.1. When Client does not approve the proposed Change Request, Contractor continues to execute the Project according to the existing agreed Project Scope.

35.2. When Client withdraws already approved Change Request after the initiation of its execution, he owes payment for all activities carried out so far, as well as for all irreversibly incurred external costs, licences or commitments to third parties.

35.3. The refusal or withdrawal of Change Request shall not exempt Client from its obligations under the basic contract unless the parties expressly agree otherwise.

35.4. Proposals, consultations, assessments, options and technical solutions developed by Contractor in connection with unapproved Change Request remain his intellectual property unless the parties agree otherwise in writing.

36. TYPES OF TECHNICAL ENVIRONMENT

36.1. Website, Online Store or other Project can be located in one of the following environments:

36.1.1. hosting environment provided and managed by Client;

36.1.2. hosting environment provided or administered by Contractor;

36.1.3. hosting, cloud, VPS, managed hosting or other infrastructure service provided by a third party;

36.1.4. combination of the above environments.

36.2. The specific type of technical environment, the responsibilities of the parties, the included services, limits, price and duration shall be determined in the individual contract, Annex No. 1 - Project Scope, SLA, offer or other written approved document.

36.3. Unless otherwise agreed in writing, Contractor is not obliged to provide Hosting as part of the development of Website or Online Store.

36.4. When Hosting is not provided by Contractor, Client is responsible for the choice, price, renewal, parameters, accessibility and technical support of the environment concerned.

37. HOSTING PROVIDED BY THE CONTRACTOR

37.1. Where Hosting is provided by Contractor, it may only include explicitly agreed services such as:

37.1.1. provision of server or cloud environment;

37.1.2. installation and base configuration of Platform;

37.1.3. technical access management;

37.1.4. server environment updates;

37.1.5. Basic monitoring;

37.1.6. maintenance of SSL certificate;

37.1.7. backup activities when explicitly included;

37.1.8. Other services described in the applicable contractual document.

37.2. Contractor shall have the right to choose the supplier, server architecture, operating system, resources, technology, location of infrastructure and technical means used to provide Hosting, unless the parties have agreed otherwise in writing.

37.3. Contractor shall have the right to perform prevention, renewals, migrations, technical changes and other necessary Hosting actions where necessary for the security, stability, productivity or normal operation of Project.

37.4. When possible, Contractor shall inform Client in advance of planned activities that may result in a temporary limitation of access to Website or Online Store.

37.5. Contractor shall be entitled to temporarily restrict or suspend access to Hosting where necessary to prevent or limit:

37.5.1. security breach, malicious code, DDoS attack or other cyber threat;

37.5.2. improper use of resources;

37.5.3. infringement of a law, rights of third parties or applicable rules of a supplier;

37.5.4. risk to other customers, systems or services;

37.5.5. Unpaid and payable liabilities of Client.

37.6. If possible, Contractor informs Client of the actions taken under item 37.5 and the reason for them.

37.7. Unless otherwise agreed in SLA or other written document, Hosting does not include a guaranteed time for continuous work, reservation, disaster recall, protection from all types of cyber attacks or specific performance levels.

38. HOSTING PROVIDED BY THE CLIENT OR A THIRD PARTY

38.1. When Website or Online Store is hosted in an environment selected or provided by Client or third party, Client is obliged to provide:

38.1.1. appropriate technical parameters for the agreed Platform;

38.1.2. administrative access, FTP/SFTP/SSH access, database access, DNS and other necessary rights;

38.1.3. valid licences where necessary;

38.1.4. timely renewal of services;

38.1.5. assistance from the supplier concerned in the event of a technical problem.

38.2. Contractor is not responsible for interruption, data loss, limited resource, low performance, lack of compatibility, incorrect configuration, delay or other problem arising from an environment not managed by it.

38.3. Where the technical environment does not meet the requirements of Platform or the agreed solution, Contractor shall be entitled to propose the necessary changes, migration or alternative environment.

38.4. If Client refuses the proposed changes under point 38.3, Contractor shall not be responsible for the restrictions, delays or inability to implement arising from the inappropriate technical environment.

39. DOMAINS AND DNS

39.1. Unless otherwise agreed in writing, Domain should be registered in the name of Client and through his current contact details.

39.2. Where Contractor assists in registration, transfer, renewal or configuration of Domain, it shall act only as a technical intermediary unless the parties expressly agree otherwise.

39.3. Client is responsible for:

39.3.1. the right to use the selected Domain;

39.3.2. the timely renewal of its registration;

39.3.3. keeping up-to-date data with the registrar;

39.3.4. payment of fees to the registrar;

39.3.5. the provision of the necessary codes, confirmations and accesses for transfer or setup.

39.4. Contractor shall not be responsible for any leak, block, transfer, loss, property dispute, refusal of registration or other actions of a registrar, domain zone administrator or third party.

39.5. Changes to DNS records including A, AAAA, CNAME, MX, TXT, SPF, DKIM, DMARC and other records may require spread time outside the control of the Contractor.

39.6. Contractor is not responsible for a temporary interruption of Website, Online Store, email services or other system due to DNS changes made by Client, supplier or third party.

40. SSL CERTIFICATES AND ENCRYPTED CONNECTION

40.1. Where the SSL certificate is included in the agreed service, the Contractor shall perform the necessary technical actions for its installation, activation and renewal within the agreed scope.

40.2. Where the SSL certificate is provided by a third party or through a Client environment, Client shall be responsible for its timely renewal and for providing the necessary access.

40.3. Contractor is not responsible for browser warnings, interruption of the encrypted connection or inaccessibility of Website when they are caused by expired, incorrectly issued, incorrectly configured or terminated SSL certificate which is not managed by Contractor.

40.4. The SSL certificate provides encryption of communication between the user and Website or Online Store, but does not in itself constitute a guarantee of complete security, legality or lack of cyber risk.

41. EMAIL, FORMS AND NOTIFICATIONS

41.1. Contact form setting, email notifications, SMTP, DKIM, SPF, DMARC, transactional email or other similar functionalities shall be performed only as far as included in the agreed Project Scope.

41.2. Client is responsible for providing valid email addresses, access, domain rights, SMTP data, API keys and other required parameters.

41.3. Contractor does not guarantee the delivery of email messages to specific recipients as it depends on external suppliers, antispam filters, domain reputation, content of the message, DNS settings and other factors beyond its control.

41.4. Contractor is not responsible for blocking, marking as spam, delay, failure or loss of email messages caused by Third-Party Services or settings not controlled by it.

42. MIGRATION AND TRANSFER OF TECHNICAL ENVIRONMENT

42.1. Website migration, Online Store, database, files, email services, domain, DNS or other technical environment shall be performed only when explicitly included in the agreed Project Scope or in an approved Change Request.

42.2. Client is obliged to provide the necessary access, archives, transfer codes, consents and assistance from current suppliers.

42.3. Contractor shall not be responsible for delays, incomplete migration, inability to transfer or lose data where this is caused by lack of access, limitations of a supplier, incomplete archives, unsupported technologies or other circumstances beyond its control.

42.4. Unless otherwise agreed, migration involves a single transfer of agreed files, database and settings, but does not include subsequent adjustments, cleaning, restructuring, renewal or adaptation of old data and code.

42.5. After migration Client is obliged to perform the necessary tests and confirm the normal operation of agreed functionalities.

43. TERMINATION OF HOSTING SERVICE AND HANDOVER

43.1. Upon termination of an agreed hosting service, the Client is obliged to provide a new technical environment or provider to which the Project can be transferred.

43.2. The Contractor provides reasonable technical assistance for handover or migration where this is expressly agreed or assigned as an additional paid service.

43.3. If the Client does not take the necessary migration actions by the termination date, the Contractor has the right to suspend the Hosting and remove the data from its environment after the expiry of 30 calendar days from termination, unless applicable law or a separate agreement requires another period.

43.4. Before removing the data under item 43.3, the Contractor notifies the Client in writing where it has a valid contact for this purpose.

43.5. The Contractor is not obliged to store data, files, databases, archives, email correspondence, or other materials after expiry of the period under item 43.3, unless this is expressly agreed.

44. USE OF THIRD-PARTY PLATFORMS AND COMPONENTS

44.1. When provided in the agreed Project Scope, Contractor can use WordPress, WooCommerce, Themes, Plugins, libraries, API, cloud services and other software components provided by third parties.

44.2. The use of WordPress, WooCommerce, Themes, Plugins and other components of third parties shall be carried out in accordance with the licensing conditions, technical requirements, restrictions and policies of the developers or suppliers concerned.

44.3. Contractor has the right to choose and offer suitable Themes, Plugins and other technical components according to the agreed Project Scope, technical compatibility, security, maintenance, price and expected functionality.

44.4. The indication of a particular Theme, Plugin or external service in ex ante calls, demonstrations, offers or technical proposals shall not oblige Contractor to use the relevant component when it is found to be inappropriate, unsupported, uncertain, incompatible or not to allow the performance of the agreed result.

44.5. If necessary, Contractor may propose the use of a functionally equivalent component or alternative technical solution. Where this concerns the materially agreed scope, period, price, design or functionality, the change shall be made after written approval by Client.

44.6. Contractor is not responsible for changes, restrictions, termination, removal, price changes, licensing conditions, functionalities or technical support of WordPress, WooCommerce, Themes, Plugins and other Third-Party Services.

45. PAID LICENSES, SUBSCRIPTIONS AND THIRD-PARTY COSTS

45.1. Unless explicitly agreed otherwise, the project development price does not include the costs of paid Themes, Plugins, extensions, API services, cloud services, licenses, subscriptions, payment operators, SMTP services, CDN services, stock images, fonts or other Third-Party Services.

45.2. All costs under item 45.1 shall be paid by Client unless otherwise agreed in the individual contract, Annex No. 1 - Project Scope, SLA or other written document.

45.3. Where technically possible, paid licences and subscriptions shall be purchased, registered and renewed to the name, profile or email address of Client.

45.4. Where a particular licence, Theme, Plugin or service is provided through a Contractor Account, License or Agent Plan, Client shall be entitled to use the relevant component only for the period and under the conditions under which it is included in the agreed service.

45.5. If the use of a licence under item 45.4 is linked to an active maintenance, hosting or subscription service provided by Contractor, Client shall obtain its own licence upon termination of the relevant service where necessary to continue the operation, updates or technical support of the relevant component.

45.6. Contractor shall not be obliged to renew paid licences, subscriptions or third-party services after their expiry unless this is explicitly included in the agreed service.

45.7. The expiry, non-payment, termination or limitation of a third-party licence, subscription or service does not constitute a Defect and does not give rise to a warranty obligation for Contractor.

45.8. Client is obliged to approve and pay the necessary costs for licenses, subscriptions and third-party services in due time when they are necessary for the performance, security, maintenance or normal operation of Project.

46. UPDATES, COMPATIBILITY AND TECHNICAL SUPPORT

46.1. WordPress, WooCommerce, Themes, Plugins, PHP, databases, browsers, server environments and other technological components are subject to periodic updates, changes and termination of maintenance.

46.2. Unless otherwise agreed in SLA or Technical Support Contractor is required to perform current updates of WordPress, WooCommerce, Themes, Plugins, server environment or other components after the adoption of a Project.

46.3. In the case of agreed technical support, Contractor may perform updates after prior risk assessment, technical compatibility and the need for backup or test environment.

46.4. Updates can lead to changes in visualization, functionality, performance or compatibility of components used. The necessary analyses, tests, corrections or adaptations shall be carried out within agreed maintenance or as a separate paid service, unless the incompatibility is caused by Defect in the development of the Contractor.

46.5. Contractor does not guarantee compatibility of Project with future versions of WordPress, WooCommerce, Themes, Plugins, browsers, operating systems, PHP, database, hosting environment or other technologies, unless explicitly included in an agreed maintenance service.

46.6. When a component is stopped, unsupported, insecure or incompatible with a necessary version of Platform, Contractor shall have the right to propose its renewal, replacement or removal.

46.7. The replacement, processing or adaptation of functionality due to the removal, modification or incompatibility of an external component shall be performed as Change Request unless the parties have expressly agreed otherwise.

47. UNAUTHORIZED COMPONENTS AND THIRD-PARTY INTERVENTION

47.1. Client is not entitled to install, use or provide the Contractor for use unlicensed, pirated, copied, modified or obtained from unofficial sources Themes, Plugins, software components or other materials.

47.2. Contractor is entitled to refuse installation, use, maintenance or adaptation of a component under item 47.1.

47.3. If Client, his employee or third party installs, removes, upgrades, changes or configures Theme, Plugin, code, database, server setting, DNS record or other technical part of Project without prior coordination with Contractor, Contractor shall not be responsible for the problems caused by this, data loss, compatibility or interruption.

47.4. The recovery, analysis, correction or adaptation of Project after actions under item 47.3 shall be performed as an additional paid service.

47.5. Contractor has the right to refuse to support a Project when its technical environment contains critical components, invalid licenses, illegal software, unsupported versions or other circumstances that create a significant risk to security, stability or legitimate use of a Project.

48. SPECIFIC TERMS FOR WOOCOMMERCE AND ONLINE STORES

48.1. When Project includes WooCommerce or other e-commerce platform, Contractor shall configure agreed functionalities for products, categories, cart, orders, payments, deliveries, promotions, users and other elements within the approved Project Scope.

48.2. Contractor is not responsible for the accuracy of prices, tax rates, discounts, promotions, stocks, weights, courier tariffs, delivery rules, payment terms, fiscal settings or other commercial parameters provided or approved by Client.

48.3. When Online Store functionality is implemented through a Plugin or Third-Party Service, its scope is determined by the capabilities, technical limitations and licensing conditions of the relevant component.

48.4. Integrations with payment operators, couriers, ERP, CRM, warehouse, accounting or fiscal systems shall be deemed completed when they operate in accordance with the previously agreed scenarios and acceptance criteria.

48.5. Contractor shall not ensure that Website or Online Store meets all applicable laws, tax, accounting, consumer, fiscal or sectoral requirements unless a specific analysis and compliance activity is explicitly included in the agreed Project Scope.

48.6. Client is obliged to conduct regular checks on orders, payments, supplies, notices, stocks, prices and other commercial parameters of Online Store, including after updates, changes or interference of third parties.

49. TERMINATION AND REPLACEMENT OF EXTERNAL COMPONENTS

49.1. In case of termination, restriction, withdrawal or significant change of Theme, Plugin, license, API or other The Contractor may propose a replacement solution.

49.2. Unless the reason is Defect in the development of Contractor, analysis, replacement, configuration, data migration, adaptation of design or development of new functionality under item 49.1 are performed as Change Request.

49.3. Client accepts that maintaining a Project in an up-to-date, secure and technically compatible state may require periodic investment in licenses, maintenance, renewals, infrastructure and further developments.

50. GENERAL RULES FOR INTEGRATIONS

50.1. Integrations with payment operators, courier companies, ERP, CRM, storage, accounting, marketing, analytical, email, SMS, chat, reservation and other external systems shall only be carried out when explicitly included in the agreed Project Scope or in an approved Change Request.

50.2. Each integration shall be implemented within the functionalities made available by the relevant Third-Party Service through an API, plugin, module, webhook, export/import file, ready-made connector or other technical mechanism.

50.3. Unless otherwise agreed, Contractor shall not undertake to develop its own replacement system, API, middleware, connector or functionality when the external system does not provide the necessary technical capabilities.

50.4. Integration shall be deemed to have been implemented when agreed data, messages, requests or actions are exchanged according to agreed scenarios and acceptance criteria.

50.5. Integration is not a guarantee of full automation of all the business processes of Client, unless specific processes and automation are explicitly described in Annex No. 1 - Project Scope.

51. CLIENT OBLIGATIONS

51.1. At its own expense, Client shall provide all contracts, registrations, licences, accounts, API access, keys, tokens, test environments, technical documentation, rights and permissions necessary for the implementation and use of the relevant integration.

51.2. Client is responsible for the authenticity, relevance and legality of data submitted to or received from the external system.

51.3. Client undertakes to inform Contractor promptly of changes in:

51.3.1. API keys, passwords, tokens, certificates or other access data;

51.3.2. contractual relations with external service providers;

51.3.3. prices, tariffs, payment methods, deliveries or other business rules;

51.3.4. technical documentation, API versions or external service restrictions;

51.3.5. parameters, settings or data that may affect normal operation of integration.

51.4. Client is responsible for obtaining the necessary consents, permissions and legal grounds for data exchange between Website, Online Store and external systems.

51.5. Client is obliged to provide competent representatives to participate in the specification, testing and acceptance of integration.

52. PAYMENT OPERATORS AND ONLINE PAYMENTS

52.1. Integrating with a payment operator takes place after Client has concluded the necessary contract with the operator concerned and has provided all necessary technical data and access.

52.2. Contractor can configure the technical link between Online Store and the payment operator within the agreed Project Scope.

52.3. Contractor is not a party to the relationship between Client, the paying operator and the final customer.

52.4. Contractor is not responsible for:

52.4.1. approval, refusal, blocking or late payment;

52.4.2. commissions, fees, limits, reserves, payment deadlines or other financial terms of the payment operator;

52.4.3. fraud checks, KYC procedures, blocking profiles or other measures taken by the paying operator;

52.4.4. incorrect or incomplete data submitted by Client or final customer;

52.4.5. Interruption, modification or withdrawal of an API, module, service or functionality of a payment operator.

52.5. Before Go-Live, Client shall carry out and approve the necessary test payments, reversals, refusals, notifications and other agreed scenarios.

52.6. Fiscalisation, issuance of receipts, invoices, credit notifications, accounting for payments and the execution of tax or accounting obligations are not included in integration with a payment operator unless explicitly agreed in the agreed scope.

53. COURIER, LOGISTICS AND DELIVERY INTEGRATIONS

53.1. Integrations with courier, logistics and delivery services shall be carried out according to the capabilities of the supplier concerned and the explicitly agreed scenarios.

53.2. Such integrations may include where agreed:

53.2.1. choice of office, vending machine or delivery address;

53.2.2. calculation or visualization of an indicative delivery price;

53.2.3. generation of loaders;

53.2.4. sending order details;

53.2.5. Receiving status of consignments;

53.2.6. printing of labels or documents;

53.2.7. Other explicitly agreed functionalities.

53.3. Contractor is not responsible for the accuracy of tariffs, deadlines, business hours, availability of offices, statuses, bills imposed or other data provided by the courier system.

53.4. Client is obliged to check and approve all delivery settings, prices, imposed delivery, free shipping, restrictions on regions, product weights and other commercial parameters before Go-Live.

53.5. Contractor is not responsible for the delivery performance, the behaviour of the courier supplier, lost shipments, claims, delivery times or other relations between Client, customer and courier.

54. ERP, CRM, WAREHOUSE AND ACCOUNTING INTEGRATIONS

54.1. Integrations with ERP, CRM, storage, accounting, POS, WMS or other business systems shall be carried out only within an explicitly agreed scope.

54.2. Client is obliged to provide the necessary access, technical documentation, test data, API rights and assistance from the provider or administrator of the external system.

54.3. Unless expressly agreed otherwise, Contractor shall not be responsible for:

54.3.1. internal configuration, business logic, access rights or data in the external system;

54.3.2. the correctness of synchronised prices, stocks, products, customers, orders, documents or other data where they arise from the external system;

54.3.3. delay, error, duplication, restriction or loss of data caused by the external system, its API, network connectivity or actions of its users;

54.3.4. the need for changes to the external system that are outside the scope of Contractor's services.

54.4. In the case of an integration between an Online Store and an ERP/CRM system, the Parties shall determine in Appendix No. 1 at least:

54.4.1. which objects and data are synchronised;

54.4.2. the direction of synchronization;

54.4.3. sync frequency;

54.4.4. conflict rules, missing or duplicated data;

54.4.5. the system that is considered a leading data source;

54.4.6. responsibilities for data control and correction.

55. MARKETING, ANALYTICS AND COMMUNICATION SERVICES

55.1. Contractor can integrate Google Analytics, Google Tag Manager, Meta Pixel, Search Console, email marketing platform, chat system, subscription form, advertising platform or other similar service when included in the agreed scope.

55.2. Client is responsible for:

55.2.1. the creation and maintenance of the necessary accounts;

55.2.2. the provision of correct access rights;

55.2.3. legitimate use of cookies, pixels, tags, consent forms and marketing mechanisms;

55.2.4. the content, recipients and legality of the marketing communications sent;

55.2.5. compliance with the applicable rules of Google, Meta and other external platforms.

55.3. Contractor does not guarantee specific marketing, advertising, SEO, traffic, conversion or commercial results from the use of external platforms.

55.4. Blocking, limiting, refusing to approve, disable or modify an account, advertising, pixel, tag, feed or other functionality from an external platform does not represent Defect in a Project.

56. CHANGES TO THIRD-PARTY SERVICES

56.1. Contractor does not control and is not responsible for changes in API, modules, tariffs, licensing conditions, technical documentation, limitations, accessibility, policies or functionality of Third-Party Services.

56.2. When a change to a Third-Party Service affects an integration, Contractor shall notify Client when the problem is identified and, where possible, propose a solution.

56.3. The analysis, adaptation, processing, replacement or redevelopment of integration due to a change in external service shall be carried out as technical support or Change Request unless the parties have agreed otherwise in writing.

56.4. Contractor shall not be liable for lost profits, lost orders, lost customers, undelivered messages, financial losses or other consequences resulting from a problem, limitation or interruption in a Third-Party Service.

57. TESTING AND ACCEPTANCE OF INTEGRATIONS

57.1. Before publication in Production Environment, the Parties shall perform the agreed test scenarios for integration.

57.2. Client is obliged to confirm the results of the tests in writing, including the correctness of the data that passes between the systems.

57.3. Where integration depends on actions, approved, testing profiles or data from a third party, the acceptance period shall be extended by the period necessary to provide them.

57.4. Once integration is accepted, any change in synchronized data, logic, frequency, exchange direction, API settings or other parameters shall be considered Change Request unless it represents Defect.

57.5. Client is obliged to carry out periodic control of data exchanged through integrations and to notify the Contractor in a timely manner in case of identified discrepancies.

58. CLIENT STATUS AS MERCHANT

58.1. When Project includes Online Store, Client is the trader offering goods and/or services to end customers via Online Store.

58.2. Contractor provides a technical development, configuration, maintenance, integration or hosting service to Online Store, but is not a seller, supplier, payment intermediary, courier, manufacturer, importer or party to contracts concluded between Client and its customers.

58.3. Client is fully responsible for the commercial activity carried out through Online Store, including the goods and services offered, their quality, origin, stocks, prices, delivery, payments, claims, guarantees, waivers, return of goods, consumer disputes and any other relationship with end customers.

58.4. Contractor is not responsible for the execution, failure, delay, refusal or cancellation of sales contracts concluded through Online Store.

59. COMMERCIAL AND LEGAL INFORMATION

59.1. Client is obliged to provide and maintain up-to-date, accurate and legal information published in Online Store.

59.2. Client is responsible for publishing and updating:

59.2.1. company name, EIC, address, contact details, email address and other identification details;

59.2.2. information on the goods and services offered;

59.2.3. final sales prices, taxes, discounts, promotions, fees and additional costs;

59.2.4. terms of payment, delivery, return, claims, guarantees and withdrawal of a contract;

59.2.5. the Terms and Conditions of Online Store;

59.2.6. the privacy policy, cookies policy, marketing consents and other relevant documents;

59.2.7. information on alternative dispute resolution, where applicable;

59.2.8. All other data which Client is obliged to provide to its customers under applicable legislation.

59.3. Contractor may publish documents, texts, policies and templates provided by Client, but is not responsible for their legal applicability, currency, completeness or compliance with the specific activities of Client.

59.4. The provision, adjustment or publication of indicative legal texts, templates, bookmarks, forms of agreement or other similar elements shall not constitute legal advice, legal audit or regulatory compliance guarantee.

59.5. Client is obliged to provide review and approval of all legal, commercial and regulatory texts by a competent specialist where necessary.

60. PRICES, AVAILABILITY AND PRODUCT INFORMATION

60.1. Client is responsible for the accuracy, relevance and legality of published prices, discounts, discounts, promotional campaigns, tax rates, product descriptions, images, technical characteristics, weight, dimensions, availability and other product parameters.

60.2. Contractor is not responsible for:

60.2.1. incorrect prices, quantities, stocks, tax rates or promotional rules;

60.2.2. discrepancy between stocks in Online Store and physical storage, ERP, CRM or other external sistame;

60.2.3. incorrectly calculated discounts, supplies or other values due to the settings provided by Client, rules or data;

60.2.4. sale of unavailable, incorrectly described, incorrectly categorized or incorrectly valued commodity;

60.2.5. consequences of published by Client false, incomplete or misleading information.

60.3. Client is required to carry out periodic checks on published data, including after import, integration, renewal, change setting or change in external system.

61. ORDERS AND CONTRACTUAL RELATIONS WITH CUSTOMERS

61.1. Client independently lays down the rules for acceptance, confirmation, execution, refusal, cancellation and processing of orders unless specific functionality is explicitly included in the agreed Project Scope.

61.2. Contractor can configure technical statuses, email notifications, automation and other order processing mechanisms, but is not responsible for Client's commercial decisions on a specific order.

61.3. Client is responsible for:

61.3.1. confirmation or refusal of orders;

61.3.2. availability of ordered goods or services;

61.3.3. implementation and delivery deadlines;

61.3.4. communication with customers;

61.3.5. recovery of amounts;

61.3.6. processing of claims and refusals;

61.3.7. issue of commercial, accounting and fiscal documents;

61.3.8. the fulfilment of all obligations to final customers, public authorities and third parties.

61.4. A technical problem, error in a Third-Party Service, interruption to internet access, hosting, a payment operator, courier system or another Third-Party Service does not release Client from its obligations to its customers.

62. PAYMENTS AND FINANCIAL RELATIONS

62.1. Client selects and concludes contracts with payment operators, banks, payment providers and other financial intermediaries necessary to accept payments via Online Store.

62.2. Contractor may configure agreed technical integration but does not process, store and manage client funds unless the parties have explicitly agreed otherwise.

62.3. Client is responsible for:

62.3.1. the lawful acceptance and reporting of payments;

62.3.2. the application of the correct tax rates;

62.3.3. fiscalisation and issuance of receipts, invoices, credit notifications and other documents;

62.3.4. the fulfilment of the obligations to the NRA, payment operators, banks and other competent authorities;

62.3.5. the repayment of amounts, the reversal of payments and the settlement of financial claims to customers.

62.4. Contractor shall not be liable for refusal, blocked, delayed, contested, unrecognized or reimbursed payments, as well as fees, commissions, reserves, limits, checks or other actions of a payment operator or bank.

62.5. Client is obliged to check and approve through test scenarios all agreed payment methods before Go-Live.

63. DELIVERIES, COURIERS AND LOGISTICS

63.1. Client is responsible for defining, maintaining and fulfilling the conditions for the delivery of goods and services.

63.2. Client is responsible for:

63.2.1. time limits, zones, prices and supply restrictions;

63.2.2. the choice of courier and logistics partners;

63.2.3. packaging, transmission and tracing of consignments;

63.2.4. relations with couriers, suppliers and customers;

63.2.5. the settlement of lost, damaged, delayed or incorrectly delivered consignments;

63.2.6. delivery information published in Online Store.

63.3. Contractor is not responsible for the real delivery of goods, the conduct of courier companies, the delivery times, the loss, damage or return of consignments.

63.4. When Online Store uses the calculation of delivery via external sistame, Client is obliged to verify the correctness of the tariffs and conditions used by this system.

64. WITHDRAWAL FROM CONTRACT, RETURNS AND CLAIMS

64.1. Client is responsible for the creation, publication and application of rules for withdrawal of contract, return, replacement, claims, reimbursement and guarantee conditions to final customers.

64.2. Client is obliged to process all applications, claims, claims and requests from customers in accordance with applicable legislation and its own published terms.

64.3. Contractor is not responsible for:

64.3.1. the assessment of whether a customer has the right to refuse, claim, exchange or refund;

64.3.2. the time limits and the manner of consideration of consumer claims;

64.3.3. the amount of amounts recovered, delivery costs or other financial consequences;

64.3.4. disputes between Client and its clients;

64.3.5. sanctions, prescriptions or other actions of control bodies related to the commercial activity of Client.

64.4. The setting of technical mechanisms for requests for return, claim, order status, credit or refund shall be made only when explicitly included in the agreed Project Scope.

65. SPECIFIC REQUIREMENTS FOR REGULATED OR RESTRICTED GOODS

65.1. Where Client offers goods or services subject to specific requirements, permits, registration regimes, age restrictions, markings, notifications, licences, certificates or other regulatory rules, Client shall be responsible for their compliance.

65.2. Contractor shall not be obliged to verify whether a particular good, service, advertising, price, promotion, form of sale or commercial practice is permissible under applicable legislation.

65.3. Client is required to notify Contractor in advance of any special restrictions or regulatory requirements that should be technically reflected in Online Store.

65.4. The technical implementation of an age check, restrictions by country, restrictions on certain products, mandatory declarations, warnings, certificates or other special functionalities shall be carried out only when expressly agreed.

66. PUBLICATION AND COMMERCIAL LAUNCH

66.1. Before Go-Live Client is obliged to perform a final check and to confirm at least the following in writing:

66.1.1. the correctness of company and contact data;

66.1.2. the correctness of prices, taxes, promotions and stocks;

66.1.3. the correctness of the terms of delivery and payment;

66.1.4. the availability and content of applicable policies, terms and conditions and user information;

66.1.5. the correctness of the settings of payment methods and courier services;

66.1.6. readiness to process orders, customer requests, claims and refusals;

66.1.7. the implementation of all applicable tax, accounting, fiscal, consumer and other regulatory requirements.

66.2. Go-Live does not constitute a verification by Contractor that the commercial activity of Client, published content or Online Store meets all applicable regulatory requirements.

66.3. Client is responsible for the final decision to launch sales through Online Store.

67. GENERAL RULES FOR TECHNICAL SUPPORT

67.1. Technical support shall be provided only where it is explicitly agreed by an individual contract, subscription plan, SLA, accepted offer, procurement letter or approved request.

67.2. Unless otherwise agreed in writing, the technical support is not included in the price for making the Website, Online Store or the other Project after the agreed guarantee period expires.

67.3. Technical support may include, depending on the agreed package or scope:

67.3.1. acceptance, analysis and processing of maintenance applications;

67.3.2. removal of Defects;

67.3.3. consultations on the use of agreed functionalities;

67.3.4. setting of existing functionalities;

67.3.5. WordPress, WooCommerce, Themes, Plugins and other components;

67.3.6. checking and restoring access to administrative profiles where technically possible;

67.3.7. Basic performance control of Website or Online Store;

67.3.8. Backup, security and recovery activities where explicitly included;

67.3.9. other services explicitly described in the applicable contractual document.

67.4. Technical support shall not include, unless explicitly agreed otherwise:

67.4.1. new functionalities, pages, integrations, design or custom development;

67.4.2. changes to approved design, structure, menu, content or user scenarios;

67.4.3. creation, editing, publishing, translation or optimization of texts, images, products and other content;

67.4.4. legal, accounting, tax, marketing, SEO or other specialised consultations;

67.4.5. maintenance of services, systems, infrastructure or code that have not been developed, configured or expressly accepted for support by Contractor;

67.4.6. Corrections, recovery or adaptations caused by actions of Client, its employees, other suppliers or third parties;

67.4.7. activities resulting from changes to Third-Party Services unless included in an agreed maintenance package.

67.5. Contractor shall be entitled to qualify any request received as:

67.5.1. Guarantee Defect;

67.5.2. technical maintenance request;

67.5.3. Change Request;

67.5.4. a request dependent on a Third-Party Service;

67.5.5. Request outside the agreed scope;

67.5.6. a request for which a preliminary analysis or a separate offer is required.

68. SUBMITTING AND REGISTERING REQUESTS

68.1. Client shall submit Support Requests through the agreed communication channel, including email, a request-management system, a ticketing system or another written and traceable channel.

68.2. Applications submitted via telephone, chat, social networks, oral calls or other informal channels shall not be considered officially registered unless the Contractor confirms them in writing.

68.3. Each application shall contain, as far as applicable:

68.3.1. description of the problem or the requested activity;

68.3.2. affected Website, Online Store, page, module or functionality;

68.3.3. date and time of establishment of the problem;

68.3.4. description of expected and actual behaviour;

68.3.5. steps to reproduce the problem;

68.3.6. Used device, browser, operating system or user profile when relevant;

68.3.7. screenshots, videos, links, error messages or other materials where available;

68.3.8. Information about changes to the system, hosting, plugins, integrations, access or content.

68.4. Contractor shall have the right to request additional information, access, assistance or testing from Client where necessary for analysis or execution of the request.

68.5. The response time and processing of an application shall begin after its due registration and after the necessary information and access is provided.

68.6. In the absence of necessary assistance from Client, processing of the Support Request shall be suspended until the requested assistance is provided, without Contractor being deemed to be in delay.

69. BUSINESS HOURS AND EMERGENCY SUPPORT

69.1. Unless otherwise agreed in SLA or individual contract, Contractor's working time is from 09:00 to 18:00 at WORK DAYS.

69.2. Applications received outside the working time shall be considered received at the beginning of the next Business Day.

69.3. Maintenance outside WORKtime, on weekends or official holidays shall be provided only upon express written acceptance by Contractor and under the conditions of agreed emergency or emergency service.

69.4. Contractor shall not be obliged to accept requests for exceptional maintenance where he does not have the necessary resource, access, information or technical capability for safe implementation.

70. PRIORITY LEVELS

70.1. Contractor shall determine the priority of the application after initial analysis taking into account the scope of the functionality concerned, the number of users concerned, the existence of a temporary solution and the impact on the activities of Client.

70.2. Priority P1

70.2.1. Website or Online Store is completely unavailable to users;

70.2.2. basic agreed functionality is completely unusable for all or a material part of users;

70.2.3. orders or payments cannot be accepted due to a technical problem in agreed functionality;

70.2.4. there is evidence of an active security breach, malicious code or other critical risk to the data or project operation;

70.2.5. There is no reasonable temporary solution.

70.3. Priority P2

70.3.1. essential functionality works incorrectly or is limited;

70.3.2. the problem affects a significant proportion of consumers, orders or administrative work;

70.3.3. has a temporary solution, but it is uncomfortable, risky or significantly hampers normal activity;

70.3.4. the problem has a significant commercial impact without constituting a critical incident.

70.4. Priority P3

70.4.1. separate functionality does not work correctly, but the main work of Website or Online Store can continue;

70.4.2. a limited number of users or a specific scenario are affected;

70.4.3. there is a reasonable temporary solution;

70.4.4. The problem has no significant direct impact on the sales or main activity of Client.

70.5. Priority P4 - Low Priority shall apply where the request concerns:

70.5.1. minor visual discrepancies;

70.5.2. consultation, configuration or a question about the use of the system;

70.5.3. minor adjustments;

70.5.4. optimization, proposal or improvement;

70.5.5. a request that does not prevent the normal use of Project.

70.6. Client may offer priority when applying, but the final classification is determined by Contractor.

70.7. Contractor shall have the right to change the priority of a request when establishing new circumstances, a different real scope of the problem or a temporary solution.

71. RESPONSE TIME AND TARGET DEADLINES

71.1. Unless otherwise agreed in an individual SLA, the periods set out below shall constitute the target time limits for initial response and not guaranteed deadlines for final removal.

71.2. "Response time" means the time from the proper registration of the Support Request until Contractor's first substantive action, including confirmation, initial analysis, a request for additional information, a proposed temporary solution or the start of work on the issue.

71.3. "Resolution time" means the estimated period necessary to resolve the issue or provide a working temporary solution, where such a period can reasonably be determined after analysis.

71.4. In the absence of a specially agreed SLA, Contractor shall endeavour to react within the following time limits:

71.4.1. P1 up to 4 (four) working hours;

71.4.2. P2 - up to 1 (one) working day;

71.4.3. P3 - up to 3 (three) working days;

71.4.4. P4 - up to 5 (five) working days.

71.5. The deadline for final decision depends on the complexity of the problem, the need for analysis, availability of backup, access to the environment, actions by Client, intervention by Third-Party Services, the need for license or other external dependence.

71.6. Contractor shall not be responsible for non-compliance with the target time limits where the delay is caused by:

71.6.1. lack of necessary information, access, assistance or decision by Client;

71.6.2. a problem with hosting, DNS, SSL, a payment operator, courier system, ERP, CRM, email service or another Third-Party Service;

71.6.3. actions or changes made by Client or a third party;

71.6.4. the need for development which represents Change Request;

71.6.5. Force majeure or other circumstances beyond the reasonable control of Contractor.

72. ISSUE RESOLUTION AND TEMPORARY WORKAROUNDS

72.1. Contractor shall have the right to choose the appropriate technical approach for processing the application, including:

72.1.1. final remediation of the Defect;

72.1.2. granting of a temporary solution;

72.1.3. Return to a working version or backup;

72.1.4. limitation of affected functionality to protect security or data;

72.1.5. Recommendation for change, licence, renewal, migration or replacement of a component;

72.1.6. offering Change Request.

72.2. The request shall be deemed to have been processed where:

72.2.1. THE Defect is removed;

72.2.2. a working temporary solution has been provided;

72.2.3. the problem has been established as caused by a Third-Party Service or by an environment outside Contractor's control;

72.2.4. an offer or Change Request has been provided for an activity outside the agreed scope;

72.2.5. Client has confirmed that he does not want further work on the application;

72.2.6. Client has not provided the requested assistance within 10 (ten) working days after a written reminder.

72.3. A temporary decision shall not oblige Contractor to provide a final decision without additional remuneration where the final decision requires Change Request, licence, replacement of a component or other activity beyond agreed maintenance.

73. REPORTING AND PAYMENT FOR SUPPORT

73.1. Technical support may be provided by:

73.1.1. monthly subscription with the number of hours included;

73.1.2. prepaid package hours;

73.1.3. hourly payment;

73.1.4. fixed price for a specific request;

73.1.5. Another explicitly agreed model.

73.2. Unless otherwise agreed, the minimum time to report a request shall be 30 (30) minutes.

73.3. The time taken may include analysis, communication, meetings, tests, backup, recovery, settings, development, publication, verification, documentation and other activities necessary to process the application.

73.4. Contractor shall have the right to provide a periodic report on the activities carried out, the hours used, the status of the requests and the remaining resource of the agreed package.

73.5. Unused monthly subscription hours shall not be transferred for a subsequent period unless otherwise agreed by the Parties.

73.6. Upon completion of the included hours, Contractor shall be entitled to suspend work on new requests until approval of an additional package, offer or hourly remuneration.

74. EMERGENCY SUPPORT

74.1. Emergency maintenance is a request for which Client requires processing with a priority outside the usual order, outside the working time or within a time shorter than standard necessary.

74.2. Contractor shall have the right to accept or refuse emergency support at his own discretion.

74.3. When receiving emergency support, Contractor shall be entitled to apply an additional rate, minimum reporting time or other price previously notified and approved by Client.

74.4. Emergency maintenance does not guarantee immediate or final resolution of the problem, especially when the problem depends on Third-Party Services, access, license, hardware, hosting or actions of Client.

75. TERMINATION OF SUPPORT

75.1. Upon termination of a maintenance contract, Contractor shall not be obliged to process new applications after the termination date, unless it expressly accepts a separate award.

75.2. Client owes payment to all services performed until the termination date, including hours used, external costs assumed, licences and handover or migration activities.

75.3. Project support after termination of the contract may be resumed only after a written agreement between the Parties and after a technical assessment of the current state of the environment.

76. WARRANTY PERIOD

76.1. Following the final adoption of a Project under Section VIII, Contractor shall provide a guarantee period for the removal of Defects caused by its developments, configurations or agreed technical activities.

76.2. Unless in the individual contract or Annex No. 1 - Project Scope is not otherwise agreed, the guarantee period is 30 (30) calendar days from:

76.2.1. the signing of the reception and transmission protocol; or

76.2.2. final default adoption; or

76.2.3. Go-Live date when Project is accepted by real use.

76.3. Guarantee support is provided only for functionalities, design elements, configurations, integrations and other results that are explicitly included in the agreed Project Scope.

76.4. The guarantee period shall not constitute subscription technical support and shall not include activities other than those referred to in this Section.

77. SCOPE OF WARRANTY SUPPORT

77.1. Within the warranty period, Contractor shall remove, without additional remuneration, DESPECTS which simultaneously:

77.1.1. are repeatable;

77.1.2. constitute a discrepancy between the actual functionality and the approved Project Scope in writing;

77.1.3. are caused by development, configuration, setting or other activity performed by Contractor;

77.1.4. are not caused by actions, omissions, data, settings or external services outside the control of the Contractor.

77.2. Guarantee support may include:

77.2.1. correction of program errors in agreed developed code;

77.2.2. correction of non-compliance between approved design and actual result;

77.2.3. correction of incorrectly configured agreed functionality;

77.2.4. correction of an agreed integration when the problem lies in the work performed by Contractor rather than in the external system;

77.2.5. other activities necessary to align the Project with the agreed SCOPE.

77.3. Contractor shall have the right to choose a technical approach to remove the DELECTA, including correction, replacement of a component, temporary measure, return to a previous version or other appropriate technical measure.

78. WARRANTY EXCLUSIONS

78.1. Not considered a warranty case and processed as technical support or Change Request:

78.1.1. new functionalities, pages, integrations, automations, statements, roles, filters, shapes or other additions;

78.1.2. changes in design, structure, navigation, texts, images, buttons, colors, fonts, menus or other already approved elements;

78.1.3. changes in product data, prices, stocks, tax rates, deliveries, payments, promotions, content or other data of Client;

78.1.4. problems arising from actions or interventions of Client, employees, subcontractors, other suppliers or third parties;

78.1.5. problems caused by installing, removing, updating or configuring a theme, plugin, code, server setting, DNS record, API key, licence or other component without prior coordination with Contractor;

78.1.6. problems caused by changes, termination, limitations, incompatibilities or malfunctions in WordPress, WooCommerce, themes, plugins, browsers, operating systems, hosting, payment operators, couriers, ERP, CRM, APIs or other Third-Party Services;

78.1.7. problems caused by hosting, infrastructure, DNS, SSL certification, email service or other technical environment not managed by Contractor;

78.1.8. problems caused by incorrect input, incomplete, inaccurate or inappropriate data provided by Client;

78.1.9. improvements in speed, SEO, accessibility, security or consumer experience, unless specific non-compliance with an explicitly agreed criterion is concerned;

78.1.10. recovery of deleted, altered or damaged data, unless this is caused directly by the action of the Contractor;

78.1.11. changes needed due to new regulatory requirements, changes in the practice of control bodies or changes in the business model of Client.

78.2. The expiry, suspension or limitation of a licence, subscription, domain, SSL certificate, hosting service, API, plugin, theme or other Third-Party Service does not constitute a warranty case.

78.3. Differences in visualization that do not hinder the normal use of agreed functionality and are conditioned by features of a particular browser, device, resolution, operating system, user setting or external extension are not considered to be Defect.

79. SUBMITTING AND HANDLING WARRANTY REQUESTS

79.1. Client filed a guarantee application in writing through the agreed communication channel.

79.2. The warranty request should contain sufficient information to analyse the problem, including:

79.2.1. description of the non-compliance found;

79.2.2. page, module, functionality or integration affected;

79.2.3. reproduction steps;

79.2.4. expected and actual behaviour;

79.2.5. screenshot, video, link, error message or other available material;

79.2.6. information about changes to the system, hosting, components, accesses or data.

79.3. Contractor analyzes the application and informs Client whether it:

79.3.1. represents a warranty delegation;

79.3.2. is a technical maintenance request;

79.3.3. represents Change Request;

79.3.4. depends on the Third-Party Service;

79.3.5. is caused by actions, settings or data of a Client or a third party.

79.4. Where access to the system, test environment, hosting, API, data or assistance from Client is required for analysis of the application, the processing period shall begin after delivery.

79.5. When Contractor finds that the application is not a warranty case, he shall notify Client and, if necessary, offer a price, time and method of execution as technical support or Change Request.

80. REMEDIATION DEADLINES

80.1. Contractor shall remove warranty DEEFECTS within a reasonable period, in accordance with their priority, complexity, affected systems, necessary tests and technical dependencies.

80.2. When processing warranty applications, priority and initial response rules under Section XIV shall apply unless the parties have agreed on a special SLA.

80.3. Where the Defect has a critical impact on basic agreed functionality, the Contractor shall make reasonable efforts first to provide a working temporary solution or to limit its impact.

80.4. The existence of non-essential Defect does not stop the acceptance, payment or use of a Project when the main agreed functionalities are operational.

80.5. Contractor shall not be responsible for delaying the removal of a warranty Defect where it is caused by lack of access, information, assistance, decision or approval by Client, as well as by actions or omissions of Third-Party Services.

81. LIMITATION OF WARRANTY LIABILITY

81.1. The guarantee liability of the Contractor shall be limited to the removal of the identified Defect or the provision of a reasonable technical solution which brings Project in line with the agreed SCOPE.

81.2. The guarantee does not include reimbursement of lost benefits, lost revenue, lost orders, lost customers, advertising costs, costs to third parties, reputational damage or other indirect damage.

81.3. If the removal of Defect is impossible due to circumstances beyond the control of the Contractor, including the dropping of an external service, a change to the API, lack of a required licence or inappropriate technical environment, the Parties shall discuss a possible alternative solution under the order of Change Request.

82. TERMINATION AND EXPIRY OF WARRANTY

82.1. Upon expiry of the warranty period, all subsequent requests shall be processed as technical support or Change Request unless otherwise agreed by the parties.

82.2. A guarantee adjustment shall not extend the guarantee period for the entire Project unless the parties expressly agree otherwise.

82.3. For the adjusted specific functionality, Contractor shall provide a guarantee for a period of 15 (fifteen) calendar days from the granting of the correction only on the same Defect or directly caused by it non-compliance.

82.4. Contractor's guarantee obligations do not exempt Client from his obligation to pay all the amounts required under the contract.

83. GENERAL RULES FOR BACKUP AND SECURITY

83.1. Backup, monitoring, protection, renewal, recovery and other technical security activities shall be provided only in so far as they are explicitly included in the individual contract, SLA, hosting contract, technical maintenance contract or other written approved document.

83.2. Unless otherwise agreed, Contractor shall not be obliged to carry out continuous monitoring, daily archives, disaster recall, penetration testing, IT security audit or guaranteed data recovery.

83.3. The Backup service aims to reduce the risk of data loss, but does not constitute a guarantee that all data, files, settings, email messages, orders, users, configurations or other elements can be restored completely and without loss.

83.4. Contractor is not responsible for data loss where it is caused by circumstances beyond its reasonable control, including actions by Client, third parties, hosting provider, malware, security breach, hardware problem, service interruption, incompatibility, human error or lack of agreed backup service.

84. BACKUP PROVIDED BY THE CONTRACTOR

84.1. Where the backup service is provided by Contractor, the specific parameters shall be specified in the agreed package, including where applicable:

84.1.1. backup frequency;

84.1.2. type of archived data;

84.1.3. storage period;

84.1.4. place or type of storage;

84.1.5. recovery opportunities and limitations;

84.1.6. included or additionally paid number of refunds;

84.1.7. responsibilities of the parties in recovery.

84.2. Unless otherwise agreed, the backup service may include backup only of the files and database of Website or Online Store.

84.3. Backup service does not include automatic backup of:

84.3.1. email mailboxes;

84.3.2. files stored in cloud-based Third-Party Services;

84.3.3. data in ERP, CRM, payment operators, courier systems, marketing platforms or other external systems;

84.3.4. data deleted or modified before the last available backup;

84.3.5. licences, API keys, passwords, tokens, certificates or other sensitive data where they are not part of the archived environment;

84.3.6. configurations managed by third parties or outside Contractor's environment.

84.4. Contractor has the right to use automated mechanisms, third-party services or infrastructure of an external provider to perform and store backup.

84.5. Client understands and assumes that backup can be incomplete, damaged, unavailable or technically irrecoverable as a result of circumstances beyond the control of the Contractor.

84.6. The recovery from backup shall take place until the last available working version or archive where technically possible.

84.7. Recovery from backup may result in data loss, changes, orders, registrations, content, settings or other records occurring after the time of creation of the backup used.

84.8. Contractor is not responsible for data that cannot be recovered due to lack of archive, technical inability, damaged backup, restriction of external service or other reason beyond its control.

85. BACKUP IN CLIENT OR THIRD-PARTY ENVIRONMENT

85.1. When Website or Online Store is hosted in an environment provided or managed by a Client or a third party, Client is responsible for backup policy, archives, storage period, restoration and security of the environment concerned, unless the parties have expressly agreed otherwise.

85.2. Contractor may offer a backup solution but is not responsible for its activation, renewal, maintenance or correct configuration when the same is managed by a Client or a third party.

85.3. Client is obliged to provide the necessary rights and accesses when he wishes the Contractor to perform backup or recovery in an environment not managed by him.

85.4. In the absence of a valid and working backup Contractor is not responsible for the inability to restore Website, Online Store, database, files, settings or other data.

86. PROJECT SECURITY

86.1. Contractor shall take reasonable technical and organisational measures to protect the Project within the agreed scope and technical environment it manages.

86.2. Such measures may include, where agreed or technically applicable:

86.2.1. use of SSL certificate;

86.2.2. limitation of administrative access;

86.2.3. use of individual user profiles;

86.2.4. WordPress, WooCommerce, themes and plugins update;

86.2.5. use of protective plugins, firewall, rate limiting or other mechanisms;

86.2.6. change of passwords and limitation of rights;

86.2.7. monitoring for malicious files or questionable activity;

86.2.8. backup and recovery;

86.2.9. other technical measures defined in the SLA or agreed scope.

86.3. Contractor does not guarantee absolute security, lack of breakthroughs, lack of malware, lack of unauthorised access or full protection from all possible cyber threats.

86.4. Client shall apply reasonable security measures including:

86.4.1. to use strong and unique passwords;

86.4.2. does not share administrative access with unauthorised persons;

86.4.3. maintain up-to-date contact details and access persons;

86.4.4. notify the Contractor in a timely manner in case of suspected compromised profile, malicious activity or unauthorised access;

86.4.5. does not install unverified, pirated, unsupported or unlicensed themes, plugins, code and other components;

86.4.6. does not grant administrative access to third parties without necessity and without proper control;

86.4.7. to provide the necessary internal rules for handling personal data, accounts and technical access.

86.5. Client is responsible for the actions of its employees, external contractors, agencies, administrators, marketing entities and other persons to whom it has granted access to a Project or its related systems.

87. INCIDENTS AND RESPONSE TO SUSPECTED BREACH

87.1. In case of suspected security breach, malicious code, unauthorized access, compromised password, unusual behavior of Website or Online Store or any other technical incident, Client is required to immediately notify Contractor through the agreed emergency support channel.

87.2. In the event of an identified or suspected incident, Contractor shall be entitled to take reasonable technical action to mitigate risk, including:

87.2.1. temporarily limiting access to Website or Online Store;

87.2.2. disabling affected plugins, themes, modules or integrations;

87.2.3. change or reset of passwords and accesses;

87.2.4. recovery from available backup;

87.2.5. removal or isolation of suspicious files;

87.2.6. Recommendation on the intervention of a specialised cybersecurity provider;

87.2.7. Other reasonably necessary actions to limit damage.

87.3. Where actions under item 87.2 require significant additional work, specialized analysis, external services, licence, forensic verification, payment testing, legal consultation or notification to third parties, the latter shall be carried out as a separate entrusted service, unless included in the agreed SLA.

87.4. Contractor shall not be liable for the obligations of Client in notifying control bodies, data subjects, clients, partners, banks, payment operators or other persons in connection with a security incident unless the parties have agreed otherwise in writing.

87.5. When Contractor processes personal data on behalf of Client, actions in an incident with personal data shall also be regulated in the applicable personal data processing agreement.

88. RECOVERY OF DATA AND ENVIRONMENT

88.1. Restoration of Website, Online Store, database, files, configurations or other technical environment is carried out in the presence of technical capability, valid backup, necessary access and sufficient information about the affected environment.

88.2. The refund may be made:

88.2.1. within agreed backup or hosting service;

88.2.2. within technical support;

88.2.3. as an emergency paid service;

88.2.4. as Change Request where significant processing, migration, replacement of components or new development is required.

88.3. Contractor shall not guarantee a specific recovery period unless explicitly agreed in SLA.

88.4. Recovery shall be considered successful where the technical environment or the agreed basic functionalities are returned to the operating state, according to the backup used and technical constraints.

88.5. Client is obliged after recovery to perform verification of content, orders, data, integrations, payments, supplies, user profiles and other relevant elements.

88.6. Contractor shall not be responsible for discrepancies, missing records or consequences resulting from a difference between the moment of backup and the moment of the incident.

89. LIMITATIONS OF LIABILITY

89.1. Contractor shall not be liable for loss, theft, leak, damage, encryption, deletion or misuse of data where the same is caused by:

89.1.1. action or omission of Client, his employee, external contractor or other person with access;

89.1.2. unauthorized access due to a compromised password, lack of protection or incorrect access management;

89.1.3. breakthrough, vulnerability, interruption, limitation or action of the Third-Person Service;

89.1.4. use of unsupported, unlicensed, pirated or insecure components;

89.1.5. lack of agreed backup or security service;

89.1.6. Force majeure or other circumstance beyond the reasonable control of the Contractor.

89.2. Contractor shall not be liable for indirect damage, lost benefits, lost sales, lost customers, reputational damage, notification costs, penalties, claims of third parties or other consequences, unless they are caused intentionally or under gross negligence.

89.3. Client accepts that the security of Website, Online Store or other Internet service is shared responsibility between Client, Contractor, hosting provider, developers of the components used and other relevant third parties.

90. GENERAL RULES

90.1. In the course of performing the services, Contractor can access personal data processed via Website, Online Store, hosting the environment, system management content, contact forms, customer profiles, orders, newsletters, analytic systems or other related services.

90.2. The Parties undertake to process personal data in accordance with applicable legislation, including Regulation (EU) 2016/679, the Personal Data Protection Act and other applicable regulations.

90.3. Unless the parties have agreed otherwise in writing, Client is the controller of personal data processed via Website, Online Store or the other Project in so far as it determines the purposes and means of processing.

90.4. When Contractor processes personal data on behalf of and on documented instructions of Client, it acts as a processor.

90.5. Where Contractor processes personal data for its own individual purposes, including invoicing, maintaining contractual relations, protecting rights, fulfilling legal obligations or administering its own business, it shall act as an independent administrator for the processing concerned.

90.6. The role of each Party shall be determined according to the specific processing activity, actual factual relations and applicable legislation, and not only by the name used in the contractual documents.

91. CLIENT RESPONSIBILITIES AS CONTROLLER

91.1. Client is responsible for defining the purposes and legal grounds for processing personal data through Website, Online Store and related Sistems.

91.2. Client is responsible for the legality, transparency and restriction of processing to what is necessary for specific purposes.

91.3. Client is obliged to provide and keep up-to-date when applicable:

91.3.1. Privacy policy;

91.3.2. cookie policy;

91.3.3. mechanisms for informing and obtaining consent where necessary;

91.3.4. texts to contact forms, registration, order, newsletter subscription and other data collection forms;

91.3.5. procedures for the exercise of rights of data subjects;

91.3.6. internal rules for storage, deletion, restriction and provision of data;

91.3.7. The necessary contracts, notifications and other documents regarding external processors, suppliers and partners.

91.4. Client is responsible for the content and legality of all forms, bookmarks, consents, policies, texts, automatic notices, marketing messages and other mechanisms used to process personal data.

91.5. Client is obliged to provide Contractor with only legal and documented instructions on the processing of personal data.

91.6. Contractor shall have the right to refuse the execution of an instruction where there is reason to believe that it violates the applicable law, rights of data subjects or rules of an external service provider.

92. PROCESSING ON BEHALF OF THE CLIENT

92.1. When Contractor acts as a processor, he processes personal data solely for the purpose of performing the agreed services and according to the documented instructions of Client.

92.2. Contractor shall not use the personal data to which he has access for his own marketing, commercial, profiling or other incompatible purposes.

92.3. Contractor shall restrict access to personal data only to persons for whom such access is necessary to perform the agreed services.

92.4. Persons engaged by Contractor in the performance of the services shall be obliged to protect the confidentiality of the personal data to which they have access.

92.5. Contractor shall take reasonable technical and organisational measures to protect personal data within the agreed scope and technical environment it manages.

92.6. Contractor is not responsible for measures, settings, processes or systems that are managed entirely by Client, his employees, external suppliers or other third parties.

93. PERSONAL DATA PROCESSING AGREEMENT

93.1. Where the nature of the services requires Contractor to process personal data on behalf of Client, the parties shall conclude a separate personal data processing agreement, which forms an integral part of the individual contract.

93.2. The Agreement under item 93.1 shall contain at least:

93.2.1. the subject matter and duration of the processing;

93.2.2. the nature and purpose of processing;

93.2.3. the types of personal data;

93.2.4. categories of data subjects;

93.2.5. the rights and obligations of Client as administrator;

93.2.6. the specific obligations of Contractor as a processor;

93.2.7. conditions of use of subcontractors;

93.2.8. security measures;

93.2.9. the order of assistance for requests of data subjects, checks, incidents and termination of services.

93.3. In the event of a conflict between these Terms and Conditions and an explicitly concluded agreement on the processing of personal data, there is an agreement on the processing of personal data with regard to personal data.

94. SUBCONTRACTORS AND THIRD-PARTY ACCESS

94.1. Contractor shall have the right to use subcontractors, hosting suppliers, cloud suppliers, backup providers, monitoring systems, developers and other technical providers where necessary to perform the agreed services.

94.2. When Contractor acts as a processor, the use of a sub-contractor to process personal data shall be carried out under the terms and conditions laid down in the applicable personal data processing agreement.

94.3. Client accepts that the use of Hosting, Cloud, CDN, email, analytical, payment, courier, ERP, CRM or other external services may include processing of personal data by the suppliers concerned.

94.4. Client is responsible for assessing the legality of the external services it uses and providing the necessary information, legal bases, contracts and notifications to data subjects.

95. TRANSFER OF DATA TO THIRD COUNTRIES

95.1. Where a third party service used leads to the transmission, storage or access to personal data outside the European Economic Area, Client shall be obliged to provide the applicable legal basis and appropriate guarantees for such transmission, unless this obligation is expressly assumed by Contractor in a separate written agreement.

95.2. Contractor shall inform Client when, during the performance of the contracted services, it finds that a technical service chosen by him implies the transfer of personal data to a third country, to the extent applicable and known to the Contractor.

95.3. The need to assess transfers, conclude standard contractual clauses, carry out an impact assessment or take other special measures shall be governed by the separate personal data processing agreement or be awarded as a separate legal and advisory service.

96. DATA SUBJECT REQUESTS

96.1. Client is primarily responsible for accepting, analysing and responding to requests from data subjects regarding access, correction, deletion, restriction, portability, objection or other rights.

96.2. When Contractor receives a request from a data subject concerning processing carried out on behalf of Client, Contractor shall notify Client without undue delay unless the law requires otherwise.

96.3. Contractor shall provide reasonable technical assistance to Client in meeting the requests under point 96.1, as far as possible within the framework of the agreed services.

96.4. Activities requiring significant analysis, extraction, correction, deletion, recovery, development or change of functionality may be performed as paid technical support or Change Request unless the parties have agreed otherwise in DPA or SLA.

97. PERSONAL DATA INCIDENTS

97.1. In the event of an identified or suspected incident which may affect personal data, Contractor shall notify Client without undue delay when the incident occurred in a technical environment managed by or related to an activity carried out by the Contractor.

97.2. The notification under item 97.1 contains the information currently available on the nature of the incident, the environment concerned, the measures taken and the following recommended actions, insofar as this information is known to Contractor.

97.3. Client shall be responsible for assessing whether the incident should be documented, communicated to a competent supervisory authority or communicated to the data subjects concerned, unless the parties have agreed otherwise in writing.

97.4. Contractor shall provide reasonable assistance in analysing the incident within the agreed services. Forensic analysis, penetration testing, legal assessments, notification of data subjects, communication with supervisory authorities and specialized recovery measures shall be awarded separately unless included in the SLA or DPA.

98. RETENTION PERIOD AND DELETION

98.1. Upon termination of the services, Contractor shall cease access to personal data processed on behalf of Client, unless such access is necessary to fulfil a legal obligation, protection of rights or agreed transfer of data.

98.2. Client is responsible for requesting transmission, export, migration or deletion of data within the time limits agreed in the individual contract, DPA or the termination section.

98.3. Upon expiry of the applicable transmission, backup or storage period, Contractor shall have the right to delete the data, files, archives and access, insofar as this is permissible under applicable legislation and contractual relations between the Parties.

98.4. Delete backup copies data according to the applicable backup policy and technical capabilities of the environment used.

99. LIMITATION OF LIABILITY

99.1. Contractor shall not be responsible for violations of the data protection requirements where they are caused by:

99.1.1. lack of legal basis, incorrect consent or unlawful instruction of Client;

99.1.2. incomplete, inaccurate or obsolete privacy policy, cookie policy or other information published by Client;

99.1.3. actions of employees, clients, contractors, subcontractors or other persons for whom Client is responsible;

99.1.4. Settings, code, integrations, services or technical environment not controlled by the Contractor;

99.1.5. use of external services selected by Client;

99.1.6. lack of necessary contracts, notifications, consents, internal procedures or measures by Client.

99.2. This Section shall not exempt any Party from liability which cannot be restricted or excluded under the applicable legislation.

100. GENERAL RULES

100.1. All rights to pre-existing developments, programming components, libraries, templates, framework-es, modules, methodologies, technical solutions, know-how, design systems, tools, scripts and other materials of Contractor remain its intellectual property.

100.2. The use by Contractor of pre-existing or reusable components in the execution of a Project does not result in the transfer of rights over them to Client, unless explicitly agreed in writing.

100.3. Client shall be entitled to the agreed final result only after full payment of all remuneration, expenses, licences and other amounts due under the contract concerned.

100.4. Until full payment under item 100.3 Client shall not use, publish, make available to third parties, transfer, copy or assign to another contractor incomplete or submitted for review material, except as necessary for acceptance tests.

101. CLIENT RIGHTS OVER THE FINAL PROJECT

101.1. After full payment, Client receives a perpetual right to use the completed Website, Online Store, design, pages, templates, configurations and other agreed results for the purposes of its own business.

101.2. Unless otherwise agreed in the individual contract or Annex No. 1 - Project Scope, the right under item 101.1 includes Client's right to:

101.2.1. publish and use Website or Online Store under its own domains;

101.2.2. manages the content through the provided CMS;

101.2.3. adds, removes and edits texts, images, products, categories, pages and other available CMS elements;

101.2.4. assigns support, development or migration of a Project to third parties;

101.2.5. uses the agreed results within its commercial, professional or business activity;

101.2.6. transfer the rights under this Section to a legal successor in the event of a conversion, sale of an undertaking or transfer of the relevant business activity.

101.3. The rights granted to Client do not include the right to sell, license, grant, distribute or use as a stand-alone product the developments, components or know-how of Contractor outside the needs of its own activity.

101.4. Client shall not be entitled to remove, modify or conceal indications of authorship, licence, rights of third parties or other binding legal notices where applicable.

102. CUSTOM DEVELOPMENT AND SOURCE CODE

102.1. Custom code, specific modules, API integrations, automations, templates and other developments created specifically for Client are provided for use under item 101, unless the parties have expressly agreed otherwise.

102.2. The transmission of source code, repository access, technical documentation, design files, configuration files or other work materials shall only be performed when this is explicitly included in Annex No. 1 - Project Scope or other written approved document.

102.3. When the transmission of the source code is agreed, Contractor shall be entitled to exclude from it:

102.3.1. pre-existing or reusable components;

102.3.2. internal tools, automation, libraries and framework;

102.3.3. keys, passwords, tokens, certificates and other sensitive data;

102.3.4. code, materials or components for which Contractor is not entitled to provide source code or which are subject to a third party licence.

102.4. Client acknowledges that changes to custom code made by Client or third parties may result in incompatibilities, Defects or loss of functionality for which Contractor is not responsible.

102.5. Correction, recovery or adaptation of custom code after intervention by Client or a third party shall be performed as technical support or a Change Request.

103. WORDPRESS, WOOCOMMERCE AND THIRD-PARTY COMPONENTS

103.1. WordPress, WooCommerce, Themes, Plugins, libraries, fonts, stock materials, API services and other components of third parties are not owned and used under the applicable licensing conditions.

103.2. Client's rights to the components under item 103.1 shall be determined by the respective licences, terms of use, subscriptions and contracts with their developers or suppliers.

103.3. Contractor does not ensure that Client receives exclusive rights to WordPress, WooCommerce, Themes, Plugins or other components of third parties.

103.4. Where the use of a third party component requires an active licence, subscription or maintenance, Client shall maintain such a licence as far as necessary for the legal and normal use of the component concerned.

103.5. The expiry, termination or change of a third party's licence, subscription or service shall not give rise to a Contractor's obligation to provide an alternative component or new functionality free of charge.

104. CLIENT MATERIALS

104.1. All rights to the logos provided by Client, trademarks, texts, images, videos, product data, documents, databases and other materials remain owned by Client or their respective rights holders.

104.2. Client provides the Contractor with non-exclusivity, free of charge and limited to the objectives of Project right to use the materials under item 104.1 to perform, test, publish and support the contracted services.

104.3. Client ensures that it has the necessary rights and permissions to use the materials provided.

104.4. Client shall be responsible for all claims made by third parties arising from copyright infringement, trademark rights, personal rights or other rights in connection with material supplied by him.

105. PORTFOLIO AND PUBLIC PRESENTATION RIGHT

105.1. Unless the parties have agreed otherwise in writing, Contractor shall be entitled after Go-Live to use the name, logo, publicly available images and a brief description of Project in its portfolio, website, presentations, offers, social networks and other marketing materials.

105.2. The right under item 105.1 does not include the publication of confidential information, non-public data, internal processes, personal data, trade secrets, technical access credentials or other material that is not publicly available.

105.3. Client may request a written limitation or exclusion of the right under item 105.1 prior to the publication of the Project.

105.4. When Client requests the removal of public portfolio presentation for a good reason, Contractor shall consider the request within a reasonable period.

106. CREDITS AND NOTICES

106.1. The setting of a label, link, logo or text of the type "Developed by VZTech" in Website or Online Store shall be done only when this is explicitly agreed in the individual contract or Annex No. 1 - Project Scope.

106.2. In the absence of an explicit arrangement, Contractor shall not be entitled to place mandatory public credit, link or logo in Project.

106.3. When placing a credit is agreed, Client shall not be entitled to remove it without the prior written consent of the Contractor unless otherwise agreed by the Parties.

107. TERMINATION AND RIGHTS OVER UNFINISHED PROJECT

107.1. Upon termination of the contractual relationship prior to the final acceptance of Project Client shall be entitled to use only those results for which it has paid in full and which Contractor has expressly transmitted.

107.2. Unfinished designs, work files, concepts, mockups, unpublished code, technical solutions, documentation and other materials for which no full payment has been made remain owned by Contractor.

107.3. Client is not entitled to use, transmit to third parties, reproduce or assign the completion of unpaid materials under item 107.2 without the prior written consent of Contractor.

107.4. The transfer of data, files, accesses or materials upon termination shall be carried out according to the agreed scope, after settlement of all required financial obligations of Client.

108. PRICE AND SCOPE OF REMUNERATION

108.1. The remuneration for the services is defined in the individual contract, Annex No. 1 - Project Scope, accepted offer, tariff, SLA, subscription plan, approved Change Request or other written approved document.

108.2. Unless otherwise agreed, the agreed price shall include only the services, activities, hours, functionalities, revisions, materials and results explicitly mentioned in the relevant negotiated document.

108.3. Any activity outside the agreed Project Scope, including additional consultations, design revisions, development, integrations, trainings, import, migration, maintenance or changes, shall be paid separately as Change Request, part-time service or at another agreed price.

108.4. All prices are free of value added tax unless explicitly indicated otherwise.

108.5. Where Contractor is registered under the VAT, the applicable amounts shall be subject to value added tax under the legislation in force.

108.6. The price shall not include costs for third-party services unless explicitly stated otherwise in the relevant contractual document.

109. PAYMENT SCHEDULE AND METHOD

109.1. Payments shall be made under the scheme referred to in the individual contract, the offer, Annex No. 1 - Project Scope or other applicable contractual document.

109.2. Unless otherwise agreed, Contractor shall be entitled to require an advance payment before starting a project, stage, Change Request, maintenance or other entrusted service.

109.3. Contractor shall have the right to bind the start or continuation of work at a specific stage with the receipt of a negotiated payment for a previous or current stage.

109.4. Payments shall be made by bank transfer via account specified by Contractor in invoice, contract, offer or other written document.

109.5. Payment shall be deemed to have been made on the date on which the relevant amount has been entered into the Contractor's bank account.

109.6. Unless otherwise agreed, the payment period shall be 5 (five) working days from the issue of the invoice.

109.7. Payment of remuneration shall not depend on:

109.7.1. internal procedures for the approval of Client;

109.7.2. payments which Client expects from its clients, partners, investors or other third parties;

109.7.3. obtaining funding, subsidy, credit or grant;

109.7.4. the use or commercial success of Website, Online Store or other development;

109.7.5. circumstances not under the control of the Contractor.

109.8. Client is not entitled to hold, reduce or collect amounts due unless there is a written recognition by Contractor or legally established claim.

110. INVOICING

110.1. Contractor issues invoices for agreed services, advance payments, stages, subscriptions, Change Requests, external costs and other amounts due.

110.2. Invoices may be sent by email to the correspondence address indicated by Client.

110.3. Client is obliged to notify Contractor in due time when changing its company data, address, email billing address, contact person or other data required for the correct issue of an invoice.

110.4. If Client does not notify a change under item 110.3, Contractor is not responsible for inaccuracies on the invoice resulting from data provided by Client.

110.5. Objections concerning an invoice issued should be made in writing within 5 (five) working days of receipt. The absence of an objection does not exempt Client from the payment obligation, but is deemed to confirm that the invoice has been received.

111. THIRD-PARTY SERVICE COSTS

111.1. The costs of domains, hosting, SSL certifications, paid themes, plugins, extensions, API services, cloud services, email services, SMS services, stock images, fonts, payment operators, courier integrations and other Third-Party Services shall be borne by Client unless otherwise agreed in writing.

111.2. Contractor can make a cost on behalf or on behalf of Client only after prior written approval by Client.

111.3. When Contractor pays a third party service for the needs of Client, the latter owes full reimbursement unless the parties have agreed a different price or charging model.

111.4. Contractor shall have the right to require prior payment of costs to third parties where necessary for the performance of the service.

111.5. Contractor is not responsible for changes in prices, charges, commissions, licensing conditions, exchange rates or other parameters of Third-Party Services.

112. HOURLY SERVICES AND TIME REPORTING

112.1. Where a service is provided on an hourly basis, the remuneration shall be determined according to the current tariff, offer or other agreed document.

112.2. Unless otherwise agreed, the minimum reporting time of a separate request, consultation, meeting, analysis, change or technical activity shall be 30 (30) minutes.

112.3. All reasonably necessary activities in the performance of the service, including analysis, communication, meetings, research, development, configuration, testing, backup, publication, documentation, coordination with third parties and verification of the result may be included at the time considered.

112.4. Upon Client's request, Contractor shall provide a report on the activities performed and the time used within a reasonable period.

112.5. Where a prepaid package of hours is agreed, unused hours shall not be transferred for a subsequent period unless the parties have agreed otherwise in writing.

112.6. Upon completion of the included hours, Contractor shall be entitled to suspend the execution of new requests until approval of an additional package, offer or hourly remuneration.

113. SUBSCRIPTION SERVICES

113.1. Where the parties have agreed on a monthly, annual or other periodic service, including hosting, maintenance, SLA, monitoring, backup or licensing, Client shall pay the agreed subscription fee in advance for the relevant period, unless otherwise agreed.

113.2. The subscription fee is due regardless of the actual use of the services included, unless the parties have explicitly agreed a pay model according to actual consumption.

113.3. In the case of an indefinite term contract, either Party may terminate the subscription service with written notice of 30 (30) calendar days, unless another period is agreed in the individual contract.

113.4. Contractor shall have the right to update the price of subscription services for future periods by notifying Client in writing at least 30 (30) calendar days in advance.

113.5. If Client does not accept the proposed updated price, he shall be entitled to terminate the relevant subscription service before the start of the new period, without prejudice to any previously incurred obligations.

114. DELAY AND CONSEQUENCES OF NON-PAYMENT

114.1. In case of late payment, Client owes statutory interest on the overdue amount from the day after the due date until final payment.

114.2. In case of delay exceeding 7 (seven) calendar days, Contractor shall be entitled to send a written payment reminder.

114.3. In case of delay exceeding 15 (fifteen) calendar days, Contractor shall be entitled to suspend work on Project, maintenance, processing of requests, Change Requests or other outstanding services.

114.4. In case of delay at agreed hosting, licence, subscription or other periodic service Contractor shall be entitled to limit or terminate the service after written notification to Client where this is permissible under the contract and technical environment.

114.5. Upon suspension of services due to non-payment, Contractor shall not be responsible for resulting interruptions, delays, lost orders, lost profits, lost data or other consequences.

114.6. In case of delay exceeding 30 (30) calendar days, Contractor shall be entitled to require an advance payment for all future services under the current Project or contract.

114.7. In case of delay exceeding 60 (sixty) calendar days, Contractor shall have the right to terminate the contract or service by written notice without waiving its right to seek all amounts due, statutory interest, expenses and compensation.

114.8. Upon termination of work after termination due to default, Contractor is not obliged to continue the implementation of the previous schedule. The time limits shall be updated according to the current commitment and the available Contractor resource.

115. HANDOVER OF RESULTS AND UNPAID OBLIGATIONS

115.1. Contractor has the right to hold the transmission of final files, accesses, source code, documentation, licenses, migration materials, design files or other results the transmission of which has been agreed, until the full payment of all required amounts.

115.2. The publication of Website or Online Store in Production Environment can be linked to the receipt of the last agreed payment.

115.3. The rights to use the project results arise under the conditions of Section XVIII and after full fulfilment of the financial obligations of Client.

115.4. Client cannot refer to non-transmitting results under item 115.1 as grounds for not paying already implemented, accepted or payable services.

116. CONFIDENTIAL INFORMATION

116.1. Each Party undertakes to keep confidential and not to disclose to third parties confidential information received from the other Party in relation to negotiations, conclusion, implementation, modification or termination of contractual relations.

116.2. "CONFIDENTIAL INFORMATION" means any non-public information, regardless of its type, medium or method of delivery, including information provided orally, in writing, electronically, visually, through access to a system, at a meeting, demonstration or in another form.

116.3. CONFIDENTIAL INFORMATION includes, without limitation:

116.3.1. contracts, offers, prices, tariffs, discounts, budgets, financial terms, deadlines and payment schemes;

116.3.2. business plans, commercial strategies, marketing plans, customer data, suppliers, partners, competitors and internal processes;

116.3.3. functional requirements, technical assignments, specifications, analyses, design documentation, wireframes, design concepts, mockups, prototypes and test materials;

116.3.4. source code, configurations, technical architecture, databases, API keys, tokens, passwords, certificates, access credentials, backups and other technical data;

116.3.5. information on security, vulnerability, incidents, tests, logs, system settings and protection measures;

116.3.6. non-public data on Website, Online Store, integrations, hosting environment, WordPress, WooCommerce, themes, plugins and other components;

116.3.7. all materials identified as "confidential", "private", "internal" or by another equivalent designation;

116.3.8. any other information which, given its nature, content or method of delivery, can reasonably be regarded as not intended for public disclosure.

116.4. Information shall be considered confidential whether or not it is expressly designated as such, where its content, context or method of delivery clearly indicates its confidential nature.

117. EXCEPTIONS FROM CONFIDENTIAL INFORMATION

117.1. It shall not be considered confidential information that the Party concerned may demonstrate that:

117.1.1. has become publicly available without breach of these Terms and Conditions or any other obligation of confidentiality;

117.1.2. was legally known to the receiving party prior to its submission;

117.1.3. was obtained legally by a third party entitled to provide it;

117.1.4. was developed separately by the receiving party without the use of confidential information of the other party;

117.1.5. is expressly exempted from confidentiality obligation with prior written consent of the disclosure party.

117.2. The burden of proving the circumstances of item 117.1 is on the party referring to the relevant exception.

118. OBLIGATIONS OF THE PARTIES

118.1. Each Party undertakes to use the confidential information obtained solely for the purpose of fulfilling the contractual relationship between the Parties.

118.2. Each Party undertakes not to disclose, publish, provide, transmit, copy, reproduce, transfer, sell, license or use confidential information for purposes other than the execution of the contract.

118.3. Each Party shall take reasonable technical and organisational measures to protect confidential information not below the measures it applies to protect its own information of a similar nature.

118.4. The Parties may provide confidential information to their employees, managers, consultants, lawyers, accountants, subcontractors or other persons only where:

118.4.1. access is necessary to implement contractual relations;

118.4.2. the person concerned is bound by an obligation of confidentiality by law, contract or internal rules;

118.4.3. the information provided is limited to the minimum necessary.

118.5. Client shall not be entitled to provide third parties with non-public analyses, design concepts, technical solutions, offers, code, documentation, configurations or other materials of the Contractor, unless necessary for the normal use, maintenance or development of a Project after settlement of all payments due.

118.6. Contractor shall not be entitled to use Client's non-public information for its own commercial benefit, except in so far as it is necessary to perform the agreed services or is expressly permitted in writing by Client.

118.7. The Parties shall keep confidential all passwords, API keys, tokens, certificates, administrative access credentials, hosting data, domains, payment-operator details, ERP, CRM and other systems received in connection with Project.

118.8. Where unauthorized disclosure, loss, copying, access or use of confidential information is established or suspected, the Party concerned shall notify the other Party without undue delay.

119. PUBLICITY AND EXTERNAL COMMUNICATION

119.1. Neither Party shall make public statements on non-public aspects of Project, contractual relations, prices, technical solutions, problems, incidents or other confidential circumstances without prior written consent of the other Party.

119.2. The provision of item 119.1 does not restrict the right of Contractor to use publicly available Project data in its portfolio under Section XVIII, unless the parties have agreed otherwise in writing.

119.3. The publication of Website or Online Store on the Internet does not automatically make public non-published source code, technical documentation, administrative access, settings, analyses, project files and other non-public materials related to Project.

120. DISCLOSURE REQUIRED BY LAW

120.1. A Party may disclose confidential information where required by law, court, competent state authority, regulator, tax authority or other authority with statutory powers.

120.2. Where admissible, the Party to disclose the information shall notify the other Party in advance of the request or disclosure obligation.

120.3. Only the minimum necessary information required under the applicable obligation shall be provided when disclosure under item 120.1.

120.4. The Party that discloses the information shall make reasonable efforts to request its treatment as confidential from the relevant authority or recipient where possible.

121. RETURN, DELETION AND DESTRUCTION OF INFORMATION

121.1. Upon termination of the contractual relationship or upon written request by the disclosure party, the receiving Party shall return, delete or destroy confidential information as far as technically possible and shall not be contrary to a legal obligation, agreed retention rights, a requirement for backup or the need to protect rights.

121.2. Delete confidential information from backup copies shall be made according to the applicable backup policy and technical capabilities of the system used.

121.3. The receiving Party shall be entitled to retain a limited copy of confidential information where necessary for:

121.3.1. enforcement of a legal obligation;

121.3.2. tax, accounting or archive storage;

121.3.3. protection or exercise of rights under contract, litigation or administrative proceedings;

121.3.4. maintenance of automatic backups according to the current technical policy.

121.4. The information retained under item 121.3 shall continue to be protected under this Section.

122. TERM OF CONFIDENTIALITY OBLIGATION

122.1. The confidentiality obligations under this Section shall apply throughout the contractual relationship period and for a period of 5 (five) years after their termination.

122.2. With regard to information which is a commercial secret, know-how, non-public source code, technical architecture, security data, passwords, API keys, toned or other information of a lasting confidential nature, the obligation of confidentiality shall continue until the relevant information becomes publicly available in a lawful manner.

122.3. The obligations under this Section shall not restrict the obligations of the Parties to protect personal data where the applicable legislation or separate agreement provides for a longer period of time.

123. LIABILITY FOR BREACH

123.1. In the event of breach of confidentiality obligations, the failing party shall owe compensation for any actual damage suffered and proven to the affected party.

123.2. The Parties shall have the right to request the suspension of the infringement, the removal of its effects, the return or destruction of materials unlawfully obtained and the taking of other eligible measures to protect their rights.

123.3. A breach of this Section shall not exempt the defaulting party from its remaining obligations under the contract or restrict the other party's right to seek protection under applicable law.

124. SURVIVAL OF CLAUSES

124.1. The provisions of this Section shall remain in force after termination, expiry or performance of the individual contract insofar as the nature of the confidential information concerned so requires.

125. GENERAL LIABILITY RULES

125.1. Each Party shall be liable for damage caused through culpable non-performance of its contractual obligations, under the conditions and within the limits set out in these Terms and Conditions, the individual contract and applicable law.

125.2. Contractor shall be liable solely for direct and actual damage that is the direct and immediate consequence of culpable non-performance of Contractor's expressly agreed obligations.

125.3. Except in cases of intent, gross negligence or other liability that cannot be limited by law, Contractor's total liability under a specific contract, including all claims made, shall not exceed the amount of remuneration actually paid by Client under the relevant contract or assignment during the 12 (twelve) months preceding the event concerned.

125.4. In the case of a single project without a periodic service, the limit under item 125.3 shall not exceed the total agreed price of the project concerned, without including costs for Third-Party Services.

125.5. The limit under items 125.3 and 125.4 applies collectively to all claims, whether made together or separately and regardless of their legal basis.

125.6. The limits of liability under this Section shall not apply to:

125.6.1. Client's obligation to pay the due remuneration, expenses, interest and other amounts due;

125.6.2. damage caused intentionally or gross negligence;

125.6.3. liability which cannot be excluded or limited under applicable law.

126. EXCLUDED DAMAGES

126.1. Except in the cases under item 125.6, Contractor shall not be liable for indirect, consequential or other non-direct damage, including:

126.1.1. missed benefits, income, profits, sales, orders or opportunities;

126.1.2. loss of customers, trading partners, market share or business opportunities;

126.1.3. reputational damage, negative reviews or loss of confidence;

126.1.4. advertising, marketing, campaigns, promotions or other commercial activities;

126.1.5. penalties, fines, claims, expenses or compensation payable to customers, supervisory authorities or other third parties;

126.1.6. loss, damage, incomplete or inaccurate data, unless caused directly by the guilty action of the Contractor in its controlled environment;

126.1.7. interruption or disturbance of the activities of Client;

126.1.8. damage related to the decisions, actions or omissions of Client, his employees, clients, suppliers or other third parties.

126.2. Contractor does not guarantee and is not responsible for achieving specific business, commercial, financial, marketing, advertising, SEO, conversion or other results of using Website, Online Store or other development.

127. LIABILITY FOR THIRD-PARTY SERVICES

127.1. Contractor shall not be responsible for actions, omissions, interruptions, changes, limitations, malfunctions, delays or solutions of Third-Party Services.

127.2. This includes, without limitation, hosting providers, domain registrars, cloud services, CDN providers, payment operators, banks, couriers, ERP, CRM, warehouse, accounting, marketing, analytics, email, SMS, APIs, WordPress, WooCommerce, themes, plugins and other external systems.

127.3. Contractor shall not be responsible for unavailability, delay, data loss, incorrect information exchange, limited functionality or another malfunction where the cause lies with a Third-Party Service or an environment not controlled by Contractor.

127.4. If a problem arises under item 127.1, Contractor may propose technical assistance, a temporary measure, an alternative solution or a Change Request, without assuming an obligation to achieve a result that depends on a third party.

128. LIABILITY FOR CONTENT, DATA AND COMMERCIAL ACTIVITY

128.1. Client is fully responsible for the texts, images, product data, prices, stocks, tax rates, terms of delivery, payments, claims, return, policies, marketing materials and other published data.

128.2. Contractor shall not be liable for damage, penalties, claims or other consequences arising from Content provided or approved by Client that is inaccurate, incomplete, misleading, unlawful or infringes third-party rights.

128.3. For an Online Store, Client is responsible for all relations with end customers, including sales, stock levels, payments, deliveries, claims, withdrawal from contracts, returns of goods, warranties, invoicing, fiscal obligations and compliance with applicable consumer, tax and other regulatory requirements.

128.4. Contractor is not responsible for errors or discrepancies arising from data, settings, instructions, solutions, accesses or actions of Client.

129. LIABILITY FOR ACCESS, SECURITY AND THIRD-PARTY INTERVENTION

129.1. Contractor is not responsible for problems, data loss, security breaches, malicious code, incorrect operation or incompatibilities caused by:

129.1.1. actions or omissions of Client, his employees, subcontractors, agencies or other persons with access;

129.1.2. install, update, remove or change theme, plugin, code, server setting, DNS, API key, license or other technical component without prior coordination;

129.1.3. use of unlicensed, unsupported, pirated or insecure software components;

129.1.4. compromised passwords, unauthorized access, incorrect account management or insufficient internal security measures of Client;

129.1.5. lack of agreed backup, monitoring, security or technical support service.

129.2. The activities of analysis, recovery, correction, removal of malicious code, recovery of data, migration or adaptation after events under item 129.1 shall be carried out as a separate entrusted and paid service, unless explicitly included in the SLA, hosting or maintenance package.

130. DUTY TO MITIGATE DAMAGES

130.1. Each Party shall take reasonable action to limit the damage it may suffer or cause to the other Party.

130.2. Client is obliged to notify Contractor without undue delay in an identified problem, incident, suspicion of compromised access, integration error, improperly published data or other situation that may result in damage.

130.3. Contractor shall not be liable for any damage which may be limited or prevented by timely notification, access, backup, suspension of functionality or other reasonable action by Client.

131. THIRD-PARTY CLAIMS

131.1. Client exempts Contractor from liability and compensates him for proven direct damage, reasonable costs and claims of third parties arising from:

131.1.1. provided by Client materials, content, data or instructions;

131.1.2. violation of intellectual property rights, trademark, personal data or other rights of third parties through content or data of Client;

131.1.3. the commercial activity of Client via Online Store;

131.1.4. non-compliance with Client's obligations to its customers, suppliers, payment operators, couriers, control bodies or other third parties;

131.1.5. illegal, inappropriate or inaccurate instructions provided by Client.

131.2. Contractor shall inform Client without undue delay upon receipt of a claim under item 131.1 and shall provide reasonable support for its protection.

131.3. Client does not owe compensation under item 131.1, in so far as the claim is caused directly by the guilty action or omission of the Contractor.

132. INDEPENDENCE OF LIMITATIONS

132.1. The limitations and exceptions to liability under this Section shall apply irrespective of the legal basis of the claim, including contractual default, unlawful damage, guarantee, unjustified enrichment or other justification, in so far as this is permissible under law.

132.2. If a separate provision of this Section is recognised as invalid or not applicable, the other provisions shall remain applicable within the maximum extent permitted by law.

133. GENERAL GROUNDS FOR TERMINATION

133.1. The contractual relationship between Contractor and Client is terminated:

133.1.1. by mutual written agreement of the Parties;

133.1.2. with expiry of the agreed period when the contract is concluded for a specified period;

133.1.3. with the fulfilment of all agreed commitments under a single Project;

133.1.4. with written notice of contracts or services concluded for an indefinite period;

133.1.5. in case of material failure to fulfil an obligation by one of the parties;

133.1.6. in the event of circumstances provided for in the individual contract, these Terms and Conditions or applicable legislation.

133.2. The termination of the individual contract does not exempt Client from the obligation to pay all services, costs, licences, subscriptions, accrued interest and other amounts arising until the date of termination.

133.3. The termination of a specific service, including hosting, maintenance, SLA, backup or licensing, shall not automatically result in the termination of any other contractual relationship between the parties, unless expressly agreed otherwise.

134. TERMINATION WITH NOTICE

134.1. In the case of a contract or subscription service concluded for an indefinite period, each Party shall have the right to terminate the service by 30 (thirty) calendar days of written notice unless another period is agreed in the individual contract.

134.2. The notice shall be sent in accordance with the order of correspondence agreed between the parties and shall clearly indicate:

134.2.1. which service or contract is terminated;

134.2.2. the date from which the termination should take effect;

134.2.3. the need for transmission, migration, export, termination of access or other follow-up where applicable.

134.3. Until the expiry of the notice, the Parties shall continue to fulfil their obligations required, including Client, to pay the periodic fees payable and services rendered.

135. TERMINATION FOR NON-PERFORMANCE

135.1. In the event of a material breach of an obligation by either Party, the non-defaulting Party shall have the right to send written notice granting an appropriate period for performance and warning that, if the breach is not remedied, it will consider the relevant contract or service terminated.

135.2. Client's material non-performance includes, without limitation:

135.2.1. payment delay of more than 60 (sixty) calendar days;

135.2.2. systematic failure to provide the necessary assistance, materials, access, solutions or approvals which prevent the implementation of a Project;

135.2.3. the provision of materials and instructions that are unlawful, misleading or infringe third-party rights;

135.2.4. use of unlicensed, pirated, malicious or insecure software components;

135.2.5. unauthorised interference in the technical environment where this significantly endangers security, performance or agreed outcome;

135.2.6. breach of confidentiality obligations;

135.2.7. another material breach of the individual contract or these Terms and Conditions.

135.3. A material breach by Contractor is a culpable and continuing failure to perform a materially agreed obligation that has not been remedied within the appropriate period granted, provided that Client has fulfilled its obligations regarding payment, cooperation, and the provision of the necessary materials and access.

135.4. In the event of termination due to Client's breach, Contractor shall be entitled to immediately suspend work on Project, Maintenance, Hosting or any other affected service where necessary to limit damage, protect Contractor's rights, safeguard the technical environment or fulfil obligations to third parties.

135.5. Where the nature of the infringement or circumstances clearly indicates that the granting of a period of execution would be pointless, Contractor shall have the right to terminate the service concerned immediately by written notification.

136. CONSEQUENCES OF TERMINATION

136.1. Upon termination, Client shall pay for all actual activities until the date of termination, including:

136.1.1. analysis, consulting, planning, design and development;

136.1.2. configurations, integrations, tests, publication, trainings and documentation;

136.1.3. maintenance or subscription time used;

136.1.4. external costs, licences, subscriptions, domains, hosting and other third-party services;

136.1.5. transmission, export, backup, migration or termination activities;

136.1.6. statutory interest and other amounts due in case of default.

136.2. Upon termination of the Project before its final acceptance, Client is entitled to receive only those results that have been explicitly transmitted and are fully paid.

136.3. Incomplete concepts, design options, mockups, work files, unpublished code, technical solutions, documentation and other materials that are not explicitly transmitted and paid remain owned by Contractor.

136.4. Termination shall not affect the applicability of provisions concerning confidentiality, personal data, intellectual property, payments, limitation of liability, applicable law and dispute resolution.

137. HANDOVER OF ACCESS AND MATERIALS

137.1. After Client has settled all due obligations, Contractor shall hand over the agreed materials, data, files and access credentials that form part of the paid and expressly agreed scope.

137.2. The transmission may include, where applicable and agreed:

137.2.1. administrative access to WordPress, WooCommerce or other CMS;

137.2.2. access to hosting, domain, DNS, SSL, cloud environment or other technical services;

137.2.3. export of databases and files of Website or Online Store;

137.2.4. agreed output files, repositories, documentation or configurations;

137.2.5. information on the licenses used, themes, plugins and third-party services;

137.2.6. other information explicitly included in the individual contract or approved offer.

137.3. Contractor shall not be obliged to provide:

137.3.1. internal tools, reusable components, libraries, know-how, templates and other materials that are not part of the specific paid Project;

137.3.2. licenses, accounts or subscriptions owned by Contractor, unless their transfer is technically and contractually possible;

137.3.3. passwords, keys, tokens or other sensitive data belonging to Contractor or third parties;

137.3.4. archives, logs or data which are not part of the agreed service or which Contractor is required to store by law.

137.4. Contractor shall have the right to remove its personal, service or temporary administrative access after the end of the transmission.

138. MIGRATION TO A NEW PROVIDER

138.1. Upon termination of hosting, maintenance or other technical service, Client is responsible for selecting a new supplier and ensuring the necessary new technical environment.

138.2. The migration to a new supplier shall only take place when it is explicitly included in the agreed scope or is awarded as a separate paid service.

138.3. Client is obliged to provide the necessary access, technical parameters, contact persons, confirmations, transfer codes and assistance from the new supplier.

138.4. Contractor shall not be responsible for delays, loss of data, interruption of service, incompatibility, limited productivity or other problems caused by the new technical environment, selected supplier or actions of Client.

138.5. In the case of migration, Contractor shall provide reasonable technical assistance within the agreed scope, but shall not ensure the performance, security or compatibility of an environment that Contractor does not manage.

139. TERMINATION OF HOSTING AND DATA STORAGE

139.1. Upon termination of Hosting Service Client is obliged to ensure migration of Website, Online Store and agreed data before the termination date.

139.2. Upon termination of Hosting service, Contractor may maintain the data temporarily available for a period of up to 30 (30) calendar days, unless the individual contract, SLA or applicable legislation provides for another period.

139.3. After expiry of the period under item 139.2 Contractor is entitled to remove Website, Online Store, databases, files, backup copies and related technical resources from its controlled environment.

139.4. Contractor shall notify Client in writing of the upcoming removal of the data when it has valid contact details.

139.5. Contractor shall not be responsible for data loss, functionality, accessibility, domain, email or other services where Client has not taken the necessary migration actions within the period under item 139.2.

140. TERMINATION OF LICENSES AND THIRD-PARTY SERVICES

140.1. Upon termination of the relationship, Client is responsible for renewing, transferring or acquiring the necessary licences, subscriptions, themes, plugins, hosting, domain, SSL certificates and other Third-Party Services required to continue the operation of Project.

140.2. Contractor is not obliged to continue providing Third-Party Services through Contractor's accounts, agency plans, licences or subscriptions after termination of the contractual relationship.

140.3. If a specific licence or service cannot be transferred because of the relevant provider's technical or contractual restrictions, Client shall acquire its own replacement or new licence.

140.4. Analysis, replacement, reconfiguration or adaptation of Project due to terminated or non-transferable licences and services shall be performed as a separate paid service.

141. FINAL PROTOCOL AND HANDOVER

141.1. Upon request by any party, the transmission, migration or termination of services may be documented by a bilateral protocol containing at least:

141.1.1. date of termination or transmission;

141.1.2. transmitted materials, accesses, files and data;

141.1.3. active and terminated services;

141.1.4. remaining obligations of the Parties;

141.1.5. agreed time limits for migration, deletion or removal of data;

141.1.6. other applicable technical, financial or organisational conditions.

141.2. The absence of a protocol shall not prevent the termination of contractual relations where the same has been done in accordance with these Terms and Conditions or the individual contract.

142. DEFINITION

142.1. Force majeure means an unforeseeable or unavoidable event of an extraordinary nature that arises after the conclusion of the relevant individual contract or assignment, is beyond the reasonable control of the affected Party, and temporarily or permanently prevents the performance of that Party's contractual obligation.

142.2. The following may constitute force majeure where they meet the conditions under item 142.1:

142.2.1. Natural disasters, fires, floods, earthquakes, severe weather phenomena and other natural events;

142.2.2. war, terrorist acts, civil unrest, blockades, emergency situations or actions of state authorities;

142.2.3. epidemics, pandemics, mandatory restrictions or other exceptional circumstances that directly obstruct performance;

142.2.4. prolonged and widespread disruptions to power supply, internet, telecommunications services, cloud infrastructure or other critical technical services;

142.2.5. large-scale cyber attacks affecting a significant proportion of infrastructure or services on which implementation depends;

142.2.6. other events which are beyond the reasonable control of the party concerned and objectively render execution impossible or materially difficult.

142.3. The following shall not, by themselves, be considered force majeure:

142.3.1. lack of funds, personnel, internal organisation or technical preparation of a Contracting Party;

142.3.2. delay, error or non-performance by a subcontractor, supplier or Third-Party Service, unless the cause of that non-performance itself constitutes force majeure;

142.3.3. usual technical problems, temporary inaccessibility, planned maintenance or incompatibility of software components;

142.3.4. lack of access, materials, data, approval or assistance by Client;

142.3.5. changes in the prices, licensing terms, APIs, functionalities or policies of a Third-Party Service;

142.3.6. circumstances which were known or reasonably foreseeable at the time of the conclusion of the contract.

143. NOTIFICATION AND PROOF

143.1. The Party affected by force majeure shall notify the other Party in writing without undue delay, but no later than 5 (five) working days after it became aware or could reasonably have become aware of the event.

143.2. The notification shall contain as far as possible:

143.2.1. description of the event;

143.2.2. the date of its arrival;

143.2.3. the obligations, services, systems or stages of Project;

143.2.4. the expected duration of impact;

143.2.5. measures taken or planned to mitigate the consequences.

143.3. At the request of the other Party, the Party concerned shall provide reasonable evidence of the occurrence and impact of the event to the extent available.

143.4. Failure to provide notification shall not deprive the affected Party of the right to invoke force majeure, but that Party shall be liable for damage caused solely by the late notification.

144. CONSEQUENCES OF FORCE MAJEURE

144.1. The affected party is not liable for delay or non-performance of an obligation to the extent that the non-performance is a direct consequence of the force majeure event.

144.2. The deadlines for performance of the affected activities are extended by the duration of the force majeure and by a reasonable period for restoring the normal work process.

144.3. The parties shall take reasonable actions to limit damages and resume performance as soon as possible.

144.4. Where force majeure affects only part of the services or obligations, the remaining obligations shall continue to be performed to the extent reasonably possible.

144.5. Force majeure does not release the Client from the obligation to pay for services actually performed, accepted, or due before the occurrence of the event.

145. PROLONGED FORCE MAJEURE

145.1. If force majeure continues for more than 60 (sixty) calendar days and substantially prevents performance of a material part of the contractual obligations, either party may request written renegotiation of the deadline, scope, price, or manner of performance.

145.2. If the parties do not reach written agreement within 15 (fifteen) calendar days after the request under item 145.1, either party may terminate the affected contract or service by written notice.

145.3. Upon termination under item 145.2, the Client owes remuneration for all services actually performed up to the termination date, as well as all incurred and non-refundable costs to third parties.

146. CORRESPONDENCE AND NOTICES

146.1. All notifications, instructions, approvals, objections, requests, Change Requests, notices and other communications between the Parties shall be made in writing unless these Terms and Conditions or the individual contract provides otherwise.

146.2. Communication by email is also accepted as written form when sent from or to the official correspondence addresses indicated by the parties, where the content allows identification of the sender and the statement.

146.3. Each Party shall notify the other of a change in:

146.3.1. name, EIC, seat, management address or correspondence address;

146.3.2. contact person, project manager or representative;

146.3.3. email address, telephone or other agreed communication channel;

146.3.4. a circumstance that may affect the performance of the contract.

146.4. Upon receipt of a written notification of change, all communications sent to the last recorded correspondence details shall be deemed to be sent on a regular basis.

146.5. A notice sent by email on a Business Day by 17:00 is deemed received on the same day unless the sender receives an automatic non-delivery message. A notice sent after that time or on a non-business day is deemed received at the beginning of the next Business Day.

146.6. For statements for which the law or the individual contract requires a signed annex, the parties use a hand-signed document, qualified electronic signature, or another expressly agreed method.

147. AMENDMENTS AND SUPPLEMENTS

147.1. Amendments and additions to the individual contract affecting a material price, period, scope, development rights or other basic conditions shall be made with a written annex, accepted offer, approved Change Request or any other expressly agreed written document.

147.2. These Terms and Conditions shall apply in the version in force on the date of conclusion of the individual contract concerned, unless otherwise agreed by the parties.

147.3. Contractor shall be entitled to update the Terms and Conditions for future contractual relations by publishing or providing the new version appropriately.

147.4. An amendment to the Terms and Conditions may not unilaterally alter an already agreed price, period, scope, remuneration or other material rights and obligations under an individual contract.

148. TRANSFER OF RIGHTS AND USE OF SUBCONTRACTORS

148.1. The Client may not transfer its rights or obligations under an individual contract to a third party without the prior written consent of the Contractor, except in the case of universal succession or transfer of an enterprise.

148.2. The Contractor may use employees, external experts, subcontractors, and suppliers to perform the services, and is responsible for their actions within the scope of the contractual obligations assumed.

148.3. The use of subcontractors processing personal data on behalf of Client shall be governed by Section XVII and the applicable personal data processing agreement.

149. SEVERABILITY AND WAIVER

149.1. If a separate provision of these Terms and Conditions or an individual contract is found invalid, null, unenforceable, or non-opposable, this does not affect the validity of the remaining provisions.

149.2. The invalid or unenforceable provision shall be replaced by a permissible arrangement that reflects, to the greatest extent possible, the original economic and legal purpose of the parties.

149.3. The non-application or delayed exercise of a right by any party shall not constitute a waiver of that right.

149.4. A waiver of a right is valid only if made expressly and in writing.

150. APPLICABLE LAW

150.1. For all relations between the parties not settled in the individual contract, its annexes, and these Terms and Conditions, the applicable legislation of the Republic of Bulgaria applies.

150.2. Where the individual contract is translated into another language, in case of conflict between versions the Bulgarian text prevails, unless the parties have expressly agreed otherwise.

151. DISPUTE RESOLUTION

151.1. The parties shall make good-faith efforts to resolve through negotiations all disputes arising in connection with the individual contract, these Terms and Conditions, and the performance, interpretation, amendment, or termination of the services.

151.2. Where a dispute is not resolved through negotiations within 30 (thirty) calendar days from its written submission, it shall be referred for resolution to the competent court in the Republic of Bulgaria.

151.3. To the extent permitted by applicable law, the parties may agree in the individual contract on local jurisdiction before the court at the seat of the Contractor.

152. FINAL PROVISIONS

152.1. These Terms and Conditions form an integral part of any individual contract, offer, award letter, SLA, Change Request or any other document expressly referring to them.

152.2. The titles of the sections and points are used only for convenience and do not restrict or modify the content of the relevant provisions.

152.3. If a specific service, Project, or contract requires special rules, the parties may arrange them through an annex, addendum, SLA, DPA, or another written document that has priority according to Section III of these Terms and Conditions.

152.4. These Terms and Conditions enter into force from 01.07.2026 and apply to contracts concluded after that date, unless otherwise provided in a specific contract.