General Terms and Conditions

These General Terms and Conditions (hereinafter referred to as “GTC”) govern the rights and obligations of the AP – SOFT, s.r.o., with the registered office in Pod Juhom 6477, 911 01 Trenèín, Slovak Republic, Company Reg. No.: 36 302 961, registered in the Commercial Registry at the District Court Trenèín, Section: Sro, File No.: 10979/R (hereinafter referred to as "Contractor") in relation to its customers (hereinafter referred to as "Customer"). 

 

Article I General Provisions 

1.1. All orders, contracts or agreements are legally binding only if made in writing and duly signed by the authorized representatives. 

1.2. Customer’s orders shall be binding, even if submitted by electronic file transfer (Such order shall be considered binding and understood as a distance contract in compliance with Act No. 108/2000 Coll. as amended). 

1.3. Each order must state Customer’s first and last name, postal and invoicing address, phone and fax number, email address, legal entity - entrepreneur also the Company Registration No., Tax Identification No., VAT No., name and description of the goods, services, number of pieces or units of measure, date of the order. 

1.4. Contractor’s offers on provided services, products and goods are always non-binding and may be submitted electronically. 

1.5. These General Terms and Conditions shall apply exclusively to the contractual relationship between the Customer and the Contractor. 

1.6. General Terms and Conditions of the Customer that are in breach of the terms and conditions hereof shall be null and void. They shall apply only if agreed to in writing by both parties. 

1.7. In the event that individual provisions of these Terms and Conditions will become invalid or void, this does not affect the validity of the remaining provisions. 

1.8. The Terms and Conditions are available at the registered office of the Contractor and they form a part of each contract or agreement concluded between the Customer and the Contractor. They are also available on the web site www.apsoft.sk.  

Article II Provided Services and Products 

2.1 The Subject Matter of a business transaction - an order or contract, shall be products, services or goods corresponding with the business line of the Contractor. 

2.2 The scope and specification of services, products and goods provided to the Customer shall be defined separately for individual orders, business transactions. 

2.3 The Contractor reserves the right to make amendments to the specification of hardware and software components that do not affect the quality, function or defined performance parameters. The Contractor may arrange for the provision of goods or services through a third-party vendor. 

2.4 It shall be the sole responsibility of the Contractor to pay for services, products or goods of third parties. 

2.5 In case of services, the Customer is obliged to create conditions for the Contractor necessary for the performance of the service. The Customer is obliged to respond to the Contractor’s calls for assistance, secure timely flow of all relevant information and provision of information to all involved employees or competent bodies. Otherwise, if the Customer does not provide the requested assistance, the Contractor is not liable for fulfilling the services within the agreed deadline and scope. 

2.6 Provision of individual services, development of individual programmes shall be performed on the basis of information, documentation and resources provided by the Customer. The Customer shall be liable for timely provision of such information, documentation and services, where applicable. Costs associated with the provision of these services shall be the responsibility of the Customer, i.e. beyond the agreed price for the service. 

2.7 Development of an individual software or service shall be based on a written description of functionalities or activities prepared by the Contractor according to provided information and documentation, against agreed remuneration. The Contractor shall verify it with regard to its correctness and completeness and confirm its validity with their consent.  Successive amendments or additions may conceivably result in new agreements with regard to price and deadlines. 

2.8 The Customer must take over the individual software, its parts or extensions no later than two weeks following their delivery. If that period expires, the software shall be considered accepted. The software shall be considered accepted even if it is put into service by the Customer. 

2.9 Deviations as compared with the description of functionalities shall be regarded as errors and deficiencies of the software. They must be duly documented by the Customer and submitted to the Contractor. If the deficiencies are critical (not allowing for operation), the acceptance needs to be repeated. The Customer is not entitled to refuse to accept the software due to minor deficiencies. 

2.10 By commissioning completed programmes, the Customer declares the knowledge of their scope and functionality. 

Article III Prices, Fees and Payment Terms 

3.1 All prices are in Euro (EUR) excluding value added tax. The value added tax shall be charged pursuant to valid legislation of the SR. 

3.2 All prices shall be determined upon agreement of both Contracting Parties. 

3.3 Invoices issued by the Contractor are due according to the maturity date on the invoice and the maturity shall be determined upon agreement of both Contracting Parties for the particular contract. 

3.4 Concerning orders of products and goods which consist of several parts (e.g. programmes, trainings, services), the Contractor is entitled to issue an invoice after delivery of every single part, unless otherwise agreed. 

3.5 Compliance with the agreed payment deadlines is an essential condition of delivery or execution of the contract by the Contractor. Non-compliance with the agreed payments entitles the Contractor to suspend work and withdraw from the Contract. The Customer undertakes to pay all associated costs and lost profit. When payments are late, interests shall be charged under existing legislation. 

3.6 The Customer is not entitled to withheld payments due to incomplete delivery, warranty claim or complaint. 

Article IV Terms of Delivery 

4.1 The Contractor undertakes to make every effort to comply with the agreed delivery dates of services or goods. The agreed delivery date shall be extended by days when fulfilling the order will not be possible for objective reasons as a result of circumstances of force majeure or other unforeseen events beyond the control of the Seller. The Contractor shall notify the Customer of such circumstances within three (3) days as of their occurrence and of their expiration within three (3) days as of their termination. This regime applies also to impossibility to proceed properly in performing the contract due to constraints on the side of the Customer. 

4.2 Delivery dates can be met only if the Customer delivers all necessary information and documentation by the specified deadline and actively cooperates to the highest possible extent. The documentation comprises e.g.: confirmation of description of software functionalities, description of service, goods, etc. 

Article V Copyright and User Rights 

5.1       The Contracting Parties agreed that all property rights concerning the software, including the consent for the use of the software (licensing) shall be performed exclusively by the Customer in his name and on his own behalf, pursuant to Section 90 (4) of the Copyright Act with reference to Section 91 (4) of the Copyright Act.

5.2       The Contractor is not entitled to grant a consent for the use of the software to any third person and is also obliged to refrain from exercising property rights concerning the software.

5.3       The Customer is entitled to assign the right to exercise the property rights of the Contractor (authors' rights) to a third person.

5.4       By Customer’s liquidation without a legal successor, the right to exercise the property rights of the Customer will expire and the property rights of the software will again be exercised by the Contractor as author, provided that exercising property rights was not assigned to a third person according to clause 5.3 hereof.

Article VI Right of Withdrawal 

6.1 The Contractor is authorized to withdraw from the contract concluded with the Customer due to the failure of the Customer to provide the necessary assistance, provided that the Customer will not provide the requested assistance despite repeated written requests of the Contractor. In such case, the Contractor is entitled to receive a reimbursement of 50% of the agreed value of the Contract. 

6.2 Due to natural disasters or other objective circumstances beyond the control of the Contractor, the Contractor is relieved from his supply obligations and is entitled to determine a new delivery date. 

6.3 Cancellation of binding orders by the Customer is only possible with prior written consent of the Contractor. In case of its acceptance by the Contractor, the Contractor is entitled to receive a cancellation charge of 30% of the so far not charged value of the order plus compensation of incurred costs. 

Article VII Guarantee 

7.1 The Contractor has the right and obligation to eliminate the identified deficiencies of the supplied service, product or those reported in writing or electronically in a provable way by the Customer without undue delay as soon as they are detected. 

7.2 Software and services related complaints shall be valid in so far as they concern recurrent deficiencies and were submitted within six (6) months after project completion or service supply. In case of delivery of goods, the guarantee shall be granted under the Commercial Code as amended. In case of guarantee, a repair shall take precedence over a price decrease or replacement of the defective product for one free from defects. Justified claims will be processed within a reasonable period of time. The Customer undertakes to provide the Contractor with any available information and means necessary to eliminate deficiencies. 

7.3 Organizational and programme errors or deficiencies which are the responsibility of the Contractor shall be eliminated at Contractor's expense. 

 

7.4 Costs of services in case of incorrect error specification or elimination of errors and deficiencies which are the responsibility of the Customer shall be charged to the Customer. 

7.5 In case of unauthorised manipulation with work or goods (additions, modifications, use in violation of the manual, etc.) by Customer's employees or third persons, the Contractor is released from the obligation to provide guarantee on the service or product. 

7.6 If a modification or addition of existing works is subject of the order or contract, the guarantee shall only cover these modifications and additions, in no case the entire work. 

Article VIII Liability for Damages 

8.1 The Contractor is liable to the Customer for any damages caused by gross misconduct (intention or gross negligence). 

8.2 The Customer must prove that the damage is a result of Contractor's  misconduct.  

8.3 The claim for compensation in respect of any caused damage must be asserted by legal proceedings within six (6) months after the damage detection but no later than one  (1) year after the event to which the claim relates. 

8.4 Any compensation for suffered damages, damages to property, loss of profit and interests shall be excluded. 

8.5 In the event that the claim refers to a part of work produced by a third party, the Contractor shall forward the claim to the Customer. For the purpose of claiming for this compensation, the Customer shall address directly the third party. 

Article IX Business Confidentiality and Data Protection 

9.1 The Contractor undertakes to maintain confidentiality with respect to any business matters, trade and business secrets obtained in the course of cooperation with the Customer. 

9.2 The Contractor is entitled to use entrusted personal data for the purposes defined by the contractual relation, provided that, pursuant to the Personal Data Protection Act No. 428/2002 Coll., these data will be used within the scope of the business relation between the Contractor and the Customer and will not be provided to any third party (with the exception of the person providing the transport of the goods). 

9.3 The Customer guarantees the Contractor that, pursuant to the Personal Data Protection Act, all preconditions for the use of these data are met in respect of the persons concerned. 

Article X Final Provisions 

10.1 The contract between the Contractor and the Customer shall run until project completion, termination of service or supply of product or goods. 

10.2 Notwithstanding termination of service, completion of project or supply of goods, the contract may be suspended at any time without notice if:

 

-               either of the Contracting Parties is in breach of important contractual obligations,

-               either of the Contracting Parties is the subject of proceedings for a declaration of bankruptcy, 

-               both Contracting Parties agree so. 

 

10.3       The Contracting Parties have agreed that they shall not directly or through a third-party vendor recruit an employee of the Contractor during the contractual relationship and for twelve (12) months after the termination of this relationship.

10.4       The Contractor has agreed with the Customer to send the invoice by electronic mail. 

10.5       All amendments of GTC must be made in writing. Amended terms and conditions shall enter into force after signing by the Executive Director and their subsequent publishing at www.apsoft.sk.  

10.6       Offers of the Contractor and orders of the Customer may be submitted electronically. Verbal agreements are invalid. All amendments of contracts between the two Parties must only be agreed in writing. In respect of each contract, the GTC in force on the date of signature of the contract or at the time when a binding order is sent by the Customer to the Contractor shall apply. 

10.7       Customer's and Contractor's rights and obligations not regulated by these GTC shall be governed by applicable provisions of the Business Code. 

10.8       Legal relations between the Contractor and the Customer shall be governed by the legal order of the Slovak Republic, also in case when the Customer is not a citizen of the Slovak Republic, is not resident or established within the territory of the Slovak Republic, as well as in case that the service is provided outside the territory of the Slovak Republic. 

Dated 19/05/2022.