Article I
Introductory provisions and scope of the General Terms and Conditions

1.1 These General Terms and Conditions (the "Terms") are issued in accordance with Act No. 89/2012 Coll., the Civil Code, as amended (the "Civil Code"), and other applicable laws by CCB Advisor s.r.o., with its registered office at Československého exilu 2062/8, Modřany, 143 00 Prague 4, represented by Marek Rýdl, Managing Director, Company ID No. 24754641, registered in the Commercial Register maintained by the Municipal Court in Prague under file No. C 171597, contact email info@digitivo.cz (the "Contractor").

1.2 Within the meaning of Section 1751 of the Civil Code, these Terms govern contractual relationships between the Contractor and the other contracting party (the "Client") for whom the Contractor creates work consisting mainly of websites or web applications, graphic design services, digital marketing, social media management, and other services (the "Work"), and the conditions under which that intangible Work is created for the Client under a contract for work or another agreement concluded under these Terms (the "Agreement").

1.3 For the purposes of these Terms, a "website" as referred to in Article 1.2 means a set of activities aimed at creating, modifying, and launching intangible work in the form of a website or web application. This includes in particular structural and functional design, graphic design (UI/UX design), implementation, front-end and back-end development, integration of third-party services, testing, deployment to a production environment, and making the Work available to the Client. The website also includes the handover of access credentials and basic training for the Client unless the parties expressly agree otherwise. Website development does not include management, maintenance, updates, hosting, domain registration, SEO, marketing activities, expanded functionality, further development phases, or other subsequent work unless expressly agreed in the Agreement, a confirmed order, or a later written order from the Client accepted by the Contractor.

1.4 For the purposes of these Terms, the Work is considered intangible work within the meaning of Section 2586 et seq. of the Civil Code and may also constitute a copyrighted work or another protected subject matter under Act No. 121/2000 Coll., the Copyright Act, as amended.

1.5 These Terms form an integral part of every Agreement concluded between the parties if the order, offer, order form, or order confirmation refers to them. In that case, they apply even if they are not physically attached to the individual Agreement. Unless the Agreement expressly states otherwise, these Terms apply. The application of any terms and conditions of the Client or any third party to the Agreement is expressly excluded.

1.6 An order prepared and sent by the Contractor to the Client constitutes an offer to enter into an Agreement if it contains at least the identification of the parties, a specification of the requested Work, the price or the method for determining it, payment terms, and the delivery date or at least the method for determining that date. The Agreement is concluded when the order is accepted, either by payment of a deposit or the price of the Work, by any other financial payment made in relation to the order, or when the Contractor receives the Client's written confirmation of the order; email is considered written form for this purpose. Acceptance of an order with an addition or deviation is excluded.

1.7 Unless expressly agreed otherwise in writing, the Contractor's obligations are determined solely by the accepted order under the previous paragraph, its attachments, and any changes approved in writing. Any requirements, expectations, assumptions, beliefs, or intentions of the Client that are not expressly included in the confirmed order or in a later change approved in writing do not form part of the contractual scope of the Work and do not require the Contractor to fulfil them.

1.8 Subject to the conditions agreed in the Agreement and these Terms, the Contractor undertakes to create the Work for the Client, and the Client undertakes to pay the agreed price and provide all cooperation necessary for the proper creation of the Work. If the Client is late in providing the required cooperation, all outstanding delivery dates and time limits are automatically extended by the length of that delay, without the Contractor being considered in default.

Article II
Conditions for creating the Work

2.1 The Contractor undertakes to create the Work in accordance with these Terms, the Agreement, generally binding laws, and any clarifying instructions and requirements of the Client, provided they do not conflict with the Agreement, these Terms, applicable law, technical feasibility, the nature of the Work, or the Contractor's legitimate interests.

2.2 The Contractor is responsible for organizing the work process, complying with generally binding laws applicable to the Work, and complying with the conditions agreed in the Agreement and these Terms.

2.3 The parties agree that the Contractor is not required to assess or verify the Client's instructions or any documents, data, materials, copy, photographs, audiovisual content, or other items supplied by the Client in connection with the Work unless the Contractor expressly undertakes in writing to perform such a review. The Client is responsible for any defects in those instructions, documents, or items, including legal defects, completeness, accuracy, suitability, and compliance with applicable law. Section 2594 of the Civil Code is excluded to the extent permitted by law.

2.4 The Client represents to the Contractor that materials supplied to the Contractor or secured by the Client are not subject to third-party rights, in particular intellectual property rights, or that the Client has obtained all necessary consents, licenses, and other permissions for their use. If the Client breaches this obligation, the Client must compensate the Contractor for all loss arising in connection with the breach, including legal costs, third-party claims, and any penalties.

2.5 The Contractor may use third parties, in particular subcontractors, to create the Work. The Contractor is responsible for its subcontractors as if it had performed the work itself, except for subcontractors expressly designated or requested by the Client. The Contractor is not responsible for those persons to the extent that it could not influence their use or selection.

2.6 The Client undertakes to provide the Contractor with the necessary cooperation, including all materials, technical information, access credentials, decisions, and approvals required to create the Work. The Contractor may request such cooperation in writing, including by email, and the Client must provide it within the period stated in the request or, if no period is stated, within five business days of receiving the request.

2.7 The Contractor undertakes to create the Work with professional care and represents that the outputs of its own creative work, when properly used, will not in themselves infringe third-party rights. This undertaking does not apply to parts of the Work, content, methods, or interventions imposed by the Client's brief, materials, or instructions, or by the use of standard third-party products.

2.8 The scope of the Work is fixed by the confirmed order. Any Client requirement not expressly included in the confirmed order or in a change approved in writing is considered a change to the scope of the Work. The Contractor is not required to implement such a requirement without a prior written agreement covering its substantive scope, effect on the price, and effect on the delivery date.

2.9 All changes to the scope of the Work, added functionality, expanded integrations, changes to the visual direction, additional language versions, changes to data structures, new exports or imports, connections to further systems, workflow changes, changes to access roles, additional design revisions, content changes, and other work beyond the confirmed order may be carried out only as a change to the scope approved in writing by both parties. If a scope change is not approved in this way, the Contractor is not required to carry it out.

2.10 If the Client requests work outside the agreed scope without an approved scope change, the Contractor may refuse the work or, at its discretion, suspend further work until the scope is clarified and the price and schedule are agreed. The Contractor is not in default during such suspension.

Article III
Payment terms

3.1 All invoices issued under the Agreement are due within 14 (fourteen) days of their issue unless the Agreement, order, or advance invoice states otherwise. Invoices may be issued and delivered electronically to the email address of the Client's contact person or another electronic address supplied by the Client.

3.2 An invoice must meet the statutory requirements for a tax document. If an invoice does not contain the required details or contains manifestly incorrect information, the Client may return it to the Contractor for correction before its due date, stating the specific objections. A new payment period begins when the corrected invoice is delivered.

3.3 If the Client is late in paying any monetary claim of the Contractor, the Contractor is entitled, in addition to statutory default interest, to a contractual penalty of 0.1% of the outstanding amount for each day or partial day of delay. If the delay exceeds 15 (fifteen) days, the Contractor may suspend work until the outstanding amount is paid in full. The Contractor's delivery periods do not run during the suspension, and the Contractor is not liable for loss caused to the Client by the suspension unless caused intentionally or through the Contractor's gross negligence.

3.4 The price of the Work agreed in the Agreement is tied to the CZK/EUR exchange rate on the date the Agreement is concluded. If, during long-term performance, the CZK weakens against the EUR by more than 2% compared with the rate on the date of the Agreement, the Contractor may increase the uninvoiced part of the price by the corresponding percentage above that two-percent threshold. The relevant rate is the foreign exchange rate announced by the Czech National Bank on the day before invoicing. The Contractor will notify the Client of the increase in writing; an invoice stating the method of calculation also constitutes notice.

3.5 Unless the Agreement expressly states otherwise, the price includes only the work expressly listed in the confirmed order. Additional work, changes to scope, repeated revisions beyond the agreed limit, subsequent training, content migration, administrative work, consultations beyond the brief, and correction of consequences caused by changes made by the Client or a third party are charged separately under the Contractor's current price list.

Article IV
Liability for defects and loss

4.1 The Contractor's liability for defects in the Work is governed by the relevant provisions of the Civil Code unless these Terms state otherwise. If the Client identifies a defect, it must notify the Contractor in writing, including by email, without undue delay and no later than five business days after discovery. The notice must describe the defect specifically, explain how and under what circumstances it occurs, and provide supporting evidence where possible.

4.2 In the event of defective performance, the Client is entitled solely to correction of the defect or a reasonable discount on the defective part of the Work. The Client must state its chosen remedy when submitting the claim. If the Client chooses correction, the Contractor must correct the defect within a reasonable period appropriate to its nature, normally within 30 (thirty) days of proper notice unless prevented by objective circumstances. The Client may withdraw from the Agreement only if the Contractor fails to correct the defect within an additional period of 14 (fourteen) days specified in the Client's written notice. Sections 2106 and 2107 of the Civil Code do not apply to the extent permitted by law.

4.3 Defects that do not prevent ordinary use of the Work do not entitle the Client to refuse acceptance. Unless the Agreement states otherwise, the Work is also deemed accepted if the Client does not submit specific written objections within five business days after the Work or the relevant part is made available, or if the Client begins using it in production.

4.4 The following in particular are not considered defects: requests for a method different from the one agreed; changes in the Client's preferences after approval of a design; characteristics consistent with the confirmed brief; consequences of incomplete or incorrect Client materials; consequences of changes made by the Client or a third party without the Contractor's consent; defects caused by hosting, servers, or another environment not provided by the Contractor; and incompatibility with third-party systems not expressly specified in the Agreement as part of the Work.

4.5 To the extent permitted by law, the Contractor is liable to the Client only for loss caused intentionally or through gross negligence. All other liability of the Contractor is excluded. The Contractor's total aggregate liability for any loss arising in connection with the Agreement, these Terms, the Work, or the services provided will not exceed the price of the Work agreed in the relevant Agreement. To the extent permitted by law, the Contractor is not liable for lost profit, indirect or consequential loss, loss of data, loss of business opportunity, loss of goodwill, loss caused by interrupted operations, failure of third-party systems, a cyber incident, loss of or damage to content, incompatibility with a third-party environment, or loss caused by improper use of the Work, failure to perform updates, intervention by the Client or a third party, or the use of materials or instructions supplied by the Client.

4.6 To the extent permitted by law, the Contractor is not required to compensate for lost profit, indirect or consequential loss, loss of data, loss of business opportunity, loss of goodwill, loss caused by interrupted operations, or loss caused by improper use of the Work.

Article V
Copyright provisions

5.1 Because the Contractor's work may result in a copyrighted work or other performance containing a work or performance protected by copyright law, the parties agree on the following rules for handling those outputs (the "Protected Material").

5.2 The Contractor grants the Client authorization to exercise the right to use the Protected Material (the "License") only after full payment of the price of all performance connected with the relevant Protected Material, unless the Agreement expressly states otherwise. Until the price is paid in full, the Client may use the Protected Material only to the extent necessary for testing and acceptance.

5.3 Unless the Agreement expressly states otherwise, the Contractor grants the Client a non-exclusive, non-transferable license, unlimited in time and territory, to use the Protected Material to the extent necessary for the purpose arising from the Agreement. The License is granted solely for the Client's own needs and does not include the right to resell, license, provide to third parties, commercially distribute, modify beyond ordinary use, or use the Protected Material to create derivative works unless expressly agreed otherwise in the Agreement.

5.4 The Client may not grant a sublicense or transfer the License or any part of it to a third party without the Contractor's prior written consent. An exclusive license may be granted only by an express written agreement between the parties and generally for separate consideration. The license fee is included in the price of the Work only to the extent expressly agreed in the Agreement.

5.5 The License does not transfer to the Client any economic copyright in the Protected Material or any rights to the Contractor's know-how, templates, working methods, libraries, internal tools, codebases, modules, frameworks, or similar resources used to create the Work unless they are themselves expressly subject to a transfer or License under the Agreement.

5.6 The License does not cover materials supplied to the Contractor by the Client or standard third-party products used to create the Work. For the purposes of these Terms, a standard product means an existing product, software, plugin, library, template, API, framework, or other third-party item licensed by that third party and subject to the relevant proprietary or usage rights. If a standard product requires a separate license, the Client must obtain it at its own expense unless otherwise agreed in writing.

5.7 After full payment, the Contractor must provide the Client with access credentials, administrator access, and source code to the extent that they were included in the Agreement and are necessary for using and ordinarily managing the Work. This obligation does not apply to the Contractor's generally reusable internal tools, development utilities, licensed third-party components, or parts that cannot legally or technically be handed over under a third party's license terms.

Article VI
Protection of confidential information

6.1 All technical, commercial, financial, accounting, tax, legal, or other information that the Contractor provides or makes available to the Client in connection with negotiations about the Agreement or creation of the Work, and that is not publicly known or readily available, or that a reasonably prudent person would consider confidential given its nature or the circumstances of its disclosure, is considered confidential information. Information constituting the Contractor's trade secrets is also confidential information.

6.2 Confidential information also includes analyses, case studies, proposed methods, basic website structure and layout designs without graphic design (wireframes), briefs, budgets, pricing, technical methods, architecture, non-public code, and similar documents and drafts, even if no Agreement is ultimately concluded.

6.3 The Client must keep confidential information confidential, use it only for negotiating and performing the Agreement, and not disclose it to third parties except members of its governing bodies, employees, and professional advisors who strictly need to know it and are bound by confidentiality obligations at least as extensive as those set out here.

6.4 The Client must adopt appropriate technical and organizational measures to protect confidential information, prevent its misuse or disclosure, and, after the Agreement ends or the purpose for which it was provided has been fulfilled, promptly return, delete, or demonstrably destroy it unless applicable law requires continued retention.

6.5 The confidentiality obligation does not apply to information that demonstrably became public other than through the Client's breach, was demonstrably known to the Client before it was provided, or whose disclosure the Contractor expressly approved in writing in advance.

6.6 If the Client breaches any obligation under this Article VI, it must pay the Contractor a contractual penalty of 100,000 CZK for each individual breach. Payment of the contractual penalty does not affect the Contractor's right to full compensation for loss.

6.7 The obligation to protect confidential information applies throughout the Agreement and for five (5) years after it ends, regardless of how it ends.

Article VII
Personal data protection

7.1 In the course of its business, the Contractor processes personal data of the Client or its contact persons and acts as controller within the meaning of Article 4(7) of Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR).

7.2 The Contractor's contact details as controller are: CCB Advisor s.r.o., with its registered office at Československého exilu 2062/8, Modřany, 143 00 Prague 4, email info@digitivo.cz, or another contact detail published by the Contractor for personal data protection matters.

7.3 The personal data processed includes in particular the business name, first name and surname, registered office or residential address, Company ID No., Tax ID No., date of birth, VAT registration status, billing details, bank account number, contact telephone number, email address, and other data necessary to conclude and perform the Agreement and comply with the Contractor's legal obligations.

7.4 Personal data is processed to conclude and perform the Agreement and to comply with the Contractor's legal obligations, in particular accounting, tax, and record-retention obligations. The legal basis for processing is Article 6(1)(b) and (c) GDPR.

7.5 Personal data may be processed manually and automatically. The Contractor adopts appropriate technical and organizational measures to protect it and may disclose it, only to the extent necessary, to processors or recipients that provide the Contractor with accounting, IT, administrative, hosting, security, or similar services.

7.6 Personal data is not transferred to third countries outside the European Union or to international organizations unless this is necessary in connection with cloud or similar services and the conditions of the GDPR are met.

7.7 Personal data is retained for the duration of the contractual relationship and thereafter for the period necessary to protect the Contractor's rights or for the period prescribed by law. Tax and accounting records are retained for at least the period required by applicable law.

7.8 The data subject has the rights granted by the GDPR, including the right of access, rectification, erasure, restriction of processing, objection, data portability, and the right to lodge a complaint with the Office for Personal Data Protection.

7.9 If performance of the Agreement involves personal data processing in which the Client acts as controller and the Contractor acts as processor within the meaning of the GDPR, that processing is governed by a separate data processing agreement concluded between the parties. If no separate agreement is concluded, the data processing terms published by the Contractor or attached to the Agreement or these Terms apply. By concluding the Agreement, the Client confirms that it has read and agrees to those data processing terms. The Contractor may use further processors when performing the Agreement, including providers of hosting, cloud, analytics, mailing, advertising, technical, and similar services, including outside the European Union, provided the GDPR requirements for transferring personal data to third countries are met.

Article VIII

Term and termination of the Agreement; related provisions

8.1 An Agreement for the one-off creation of Work ends when it is performed. If the Agreement provides for partial or recurring performance, it remains in force for the agreed period. If no period is agreed and the nature of the performance indicates an ongoing relationship, the Agreement is concluded for an indefinite term.

8.2 Either party may terminate an Agreement concluded for an indefinite term by written notice. The notice period is three (3) months and begins on the first day of the month following delivery of the notice to the other party unless the Agreement states otherwise.

8.3 The Agreement may be withdrawn from in writing in the cases provided by law, these Terms, or the Agreement.

8.4 Either party may withdraw from the unperformed part of the Agreement if the other party is found to be insolvent within the meaning of insolvency law or enters liquidation.

8.5 The Contractor may withdraw from the Agreement in particular if the Client is more than 30 (thirty) days late in paying the price or any part of it, or more than 30 (thirty) days late in providing necessary cooperation.

8.6 Withdrawal from the Agreement has prospective effect (ex nunc) where permitted by law and possible given the nature of the performance. Rights arising before the withdrawal takes effect remain unaffected, including the Contractor's right to payment for performance already provided, compensation for loss, contractual penalties, and protection of confidential information.

8.7 Unless the Agreement expressly states otherwise, the delivery date is not a fixed obligation and Section 1980 of the Civil Code does not apply.

8.8 The Agreement is governed by the laws of the Czech Republic, excluding conflict-of-law rules to the extent permitted by law. All disputes arising from or in connection with the Agreement will be decided by the Czech courts. If the Client is an entrepreneur and the dispute arises from the parties' business activities, the parties agree that the court with subject-matter jurisdiction at the Contractor's registered office will have local jurisdiction.

8.9 The Agreement may be amended or supplemented only by a written agreement between the parties. Email communication between authorized contact persons is considered written form if its content clearly shows the parties' intention to agree the change. If the Agreement, these Terms, or applicable law requires a particular act to be in writing, the parties exclude performance of that act in any other form. 

Article IX
Final provisions

9.1 The Contractor may amend or supplement these Terms unilaterally. An amendment does not affect rights and obligations arising while the previous version was in force. Agreements already concluded are governed by the version effective on the date the relevant Agreement was concluded unless the parties expressly agree otherwise.

9.2 The Client may not transfer or assign an Agreement incorporating these Terms, or any claims arising from it, in whole or in part, without the other party's written consent.

9.3 The parties agree that all contractual penalties are reasonable and reflect the importance of the obligation they secure. Where an obligation under the Agreement is secured by a contractual penalty, the relevant party's right to claim damages remains unaffected, and the contractual penalty does not constitute liquidated damages.

9.4 The Agreement constitutes the entire and final agreement between the parties and replaces all prior oral or written agreements and communications between them. Only the text of the Agreement is legally binding. No ancillary oral agreements have been concluded. The parties exclude the rule set out in Section 557 of the Civil Code.

9.5 The parties waive the right to argue that the Agreement disproportionately reduces their rights. Section 1793 of the Civil Code is excluded for the purposes of the Agreement.

9.6 The parties assume the risk of a change in circumstances under Section 1765 of the Civil Code.

9.7 The parties agree that all contractual penalties are reasonable and reflect the importance of the obligation they secure. Where an obligation under the Agreement is secured by a contractual penalty, the relevant party's right to claim damages remains unaffected, and the contractual penalty does not constitute liquidated damages.

9.8 These Terms take effect on 1 May 2026.

Prague, 1 May 2026