General terms and conditions
of DataBrothers s.r.o.
with registered office: Karla Engliše 3221/2, Smíchov, 150 00 Prague 5
correspondence address: Na Strži 1702/65, 140 00 Prague 4
IČO: 070 80 794, VAT number CZ07080794
registered in the commercial register maintained by the Municipal Court in Prague, sp. Stamp: C 294333
(hereinafter referred to as ``DBI``).
I. INTERPRETATION OF SOME TERMS
“VAT” means value added tax in the amount according to the applicable legal regulations;
“Civil Code” means Act No. 89/2012 Coll., Civil Code, as amended;
“Client” means the person identified as such in the Contract Documents.
“Performance” means DBI’s performance of any kind or nature according to the terms agreed between the Contracting Parties in the Contractual Documents, regardless of whether it is material or other performance, in tangible or intangible form, which may consist of separate or several successive partial fulfillments;
“Contractual documents” within the GTC are, in particular, accepted offers, accepted orders, contracts or partial contracts on the basis of which the contractual relationship between DBI and the Customer is based;
“Parties” or “Parties” are DBI and the Customer;
“Subcontractor” means a third party secured by DBI that is commissioned to perform the Performance in accordance with the Contract Documents.
II. INTRODUCTORY PROVISIONS
These general terms and conditions (hereinafter referred to as the “GTC”) of the supplier regulate the mutual rights and obligations of DBI and the customer in relation to all offers, orders, deliveries and contracts concluded between them, unless the Parties agree otherwise in writing in a specific case.
The Customer undertakes to pay the price for the Performance specified in the Contractual Documents in accordance with these General Terms and Conditions and the relevant Contractual Documents.
In the case of a contractual relationship between entrepreneurs, it is assumed that the other party has become familiar with these General Terms and Conditions and that their provisions are clear to them.
III. STATEMENT OF THE CONTRACTING PARTIES
DBI declares that it is a legal entity duly established and registered in the commercial register in accordance with Czech law and is authorized to enter into a contract.
If the Customer is a natural person, he declares that he is authorized to conclude the Contract and is registered in the commercial register.
If the Customer is a legal entity, he declares that he is authorized to conclude the Contract and is a legal entity duly established and registered in accordance with the relevant legal order in the commercial register or another similar register.
If the Customer is a VAT payer, then he declares that on the date of conclusion of the Contractual Documents he is not considered an unreliable payer in accordance with applicable laws, and that the account number used for payment for taxable performance is published by the tax administrator as an account used for economic activity and that the payment for a taxable transaction, it is not, without economic justification, clearly deviating from the usual price according to Act No. 151/1997 Coll., Property Valuation and Amendment of Certain Acts, as amended.
IV. CONCLUSION OF THE CONTRACTUAL RELATIONSHIP
Conclusion of contract without order
If the contractual relationship is not concluded on the basis of an order, the contract is concluded at the moment of signing the contract or partial contract by both Contracting Parties.
Conclusion of the Contract based on the offer/order
The offer becomes a contractual document upon its written acceptance by the customer, unless the parties expressly agree otherwise. Unless otherwise stated in the offer, DBI offers are valid for 30 days.
All orders become binding for DBI upon their written confirmation by DBI. If DBI does not confirm the order to the customer within five (5) working days, then the order has not been accepted and the contractual relationship has not been concluded, unless the Contracting Parties agree otherwise.
The contracting parties, in accordance with the provisions of § 1743 and § 1744 of the Civil Code, have agreed that the contractual relationship is concluded without DBI accepting the order in the manner specified in the previous paragraph, even in the event that DBI complies with the order, i.e. provides the Customer with the Performance and the Customer with the Performance will take over. The contracting parties have agreed that the conditions specified in the order shall be fully applied to the contract concluded in the manner described in this paragraph (e.g. including any contractual fines resulting from a delay in providing the Performance, if the Performance is not provided by the performance date specified in the order).
The contracting parties consider an offer or order delivered via electronic mail or e-mail as written.
V. SUBJECT OF PERFORMANCE
DBI will supply the Customer with products and services to the extent specified in accordance with the specification of the subject of Performance in the relevant Contractual Documents.
These are in particular:
- Power BI reports;
- architectural designs;
- implementation and management of data infrastructure;
- delivery and implementation of software created by DBI, including related activities and project management;
- solution service support services;
- supply of third-party products (in particular hardware, third-party software and licenses for its use, maintenance and support of standard software);
- other services – e.g. provision of DBI services on the basis of time and costs (Time and Material)
The Customer acknowledges that the specification of the Fulfillment subject and the final Fulfillment schedule may depend on the results of the analysis and may be specified in more detail only after its execution. In such a case, as part of the analysis, a detailed specification will be drawn up, which for the purposes of these General Terms and Conditions shall be understood as the Performance characteristics agreed by the parties (hereinafter referred to as the “Project Plan”), which will be the subject of acceptance tests, including the follow-up to the Performance schedule. DBI will forward the detailed specification to the Customer for comments. The Customer’s comments will be incorporated into the detailed specification after approval by both Parties. If the Customer does not submit reasoned comments within 14 days of its receipt, the detailed specification is deemed to have been agreed by him and becomes a binding part of the Contract Documents, and the Performance will be provided in accordance with this detailed specification.
VI. PLACE AND DATE OF PERFORMANCE
The place of performance and the date of performance are specified in the Contractual Documents. If the place of performance is not specified in the Contractual Documents, the place of performance is the correspondence address of DBI.
All Performance will be provided on working days and working hours of DBI (9:00 a.m. – 4:00 p.m.), unless the Parties expressly agree otherwise in the Contractual Documents.
If the Customer does not properly and timely provide DBI with all cooperation resulting from the Contract Documents, DBI has the right to extend the term of Performance by a period lasting at least the number of working days after which DBI could not perform properly. Such extension of the Performance deadline is not considered a breach of contract on the part of DBI. This does not affect DBI’s claim to reimbursement of reasonable additional costs and possible damages.
The amount of the price is always agreed within the Contract Documents.
The prices in the Contract Documents are listed without VAT, while VAT will be added at the statutory amount.
The customer undertakes to pay justified expenses or ancillary costs incurred by DBI in connection with the Performance, including travel expenses outside Prague, unless otherwise stated in the Contractual Documents.
The contracting parties agree that DBI may adjust the prices of recurring Fulfillment and Fulfillment based on hourly or daily rates annually by the rate of inflation expressed by the Market Services Price Index in the production sphere for the same month of the previous year according to the official announcement of the Czech Statistical Office. This adjustment can be made no earlier than 12 months after the submission of the offer.
VIII. PAYMENT TERMS
The customer is obliged to pay the DBI price based on the tax document.
If the contractual documents do not specify the due date of the price, the due date of the price according to the tax document is thirty (30) days from the date of delivery of the tax document to the Customer.
Payment of the Price means the debiting of the relevant amount from the Customer’s account to the DBI account.
Tax documents will be sent electronically, via e-mail (or a hyperlink in the e-mail) to the address that the Customer will communicate to DBI together with the contact persons. It is valid that the invoice is delivered on the day it is sent by e-mail, or the second (2) working day after it is sent by DBI to the address of the Customer’s registered office.
The tax document must contain legal requirements according to the given legal regulations. In the event that the invoice does not have the given details and for these reasons the Customer refuses to pay it properly and on time, the Customer is obliged to return the invoice to DBI no later than 5 days after its receipt, together with the information that it blames for the defects in the invoice.
Unless the Parties agree otherwise, the following shall apply:
- payment terms for the supply of analysis, Power BI reports and the supply and implementation of the created software are listed in the offer, or relevant contractual documents;
- the price of the training will be paid by the client DBI on the basis of the invoice – tax document issued by DBI after the completion of this training;
- the price for service support shall be paid by the customer to DBI in the amount resulting from the Contract documents on the basis of an invoice – a tax document issued monthly in retrospect;
- the price for the supply of third-party products shall be paid by the customer on the basis of an invoice – a DBI tax document issued in accordance with the invoicing and payment conditions of the relevant third party;
- the price of the services, the price of which is determined on the basis of the statement of work, will be paid by the customer on the basis of an invoice – a tax document issued monthly in retrospect. For VAT purposes, the last day of the month for which the Statement of Work is issued is designated as the date of the taxable transaction.
DBI is entitled to unilaterally set off against the Customer’s claims from the Contract or General Terms and Conditions or in connection with them any of its own or acquired by assignment, payable or unpaid, time-barred or not time-barred, claims on the Customer. The customer is not entitled to carry out a unilateral set-off against DBI’s claims from the Contract or GTC or in connection with them.
In the event of the Customer’s delay in paying the price, DBI is entitled to the payment of contractual interest due to the delay in the amount of 0.05% of the owed amount for each day of the delay.
In the event that the customer is in arrears with any payment according to the Contract Documents by more than 7 days, DBI is entitled to suspend all Performance. All affected deadlines according to the Fulfillment schedule will be automatically extended by at least the duration of this interruption, while the number of working days corresponding to the interruption period must be equal to or less than the number of working days corresponding to the extension of the deadlines. This does not affect the right to withdraw from the contract.
IX ACCEPTANCE OF PERFORMANCE
After completion of the implementation of each partial Performance (hereinafter referred to as the “Work”), DBI will invite the Customer to accept the Work.
Minor defects that do not affect or have only a small effect on the operational use of the Work as a whole will not be grounds for refusal to accept the Work. DBI undertakes to correct these defects as quickly as possible. Contractual documents may specify the scope and amount of defects that will not be an obstacle to the acceptance of the Work.
The contracting parties can agree that after handing over the DBI Work to the Customer for acceptance by the Customer, a protocol on handover of the Work for acceptance will be drawn up, which will be signed by both parties.
If, for any reason not caused by DBI, the Customer does not confirm the acceptance protocol for the Work, nor does it reasonably refuse acceptance in writing within 3 days from the end of the period set as the last day of the acceptance procedure, DBI may issue and sign the acceptance protocol, whereby the work is considered accepted by the Customer based on of this acceptance protocol. This acceptance protocol is equivalent in all respects to the mutually agreed acceptance protocol.
Regardless of the above, if the Customer fully or partially uses the Work or puts it into operation for purposes other than testing or training before signing the acceptance protocol, this is considered acceptance of the Work by the Customer. In such a case, the acceptance protocol will be drawn up and signed by DBI. This acceptance protocol is equivalent in all respects to the mutually agreed upon acceptance protocol.
X. OBLIGATIONS OF THE CUSTOMER
The customer is obliged to:
a) pay the price for the Performance in the manner agreed between the contracting parties,
b) enable access of DBI employees to the Customer’s premises to the extent that is necessary for the implementation of the Performance and enable access to other means that are necessary for the implementation of the Performance,
c) to provide DBI with the information and documents it needs for the proper implementation of the Performance, in particular to provide DBI with premises, technological infrastructure, human resources and other cooperation in the extent, quality and terms necessary for the relevant Performance,
d) take over without undue delay the Performance and confirm the relevant handover and acceptance protocols,
e) comply with the operating conditions of use supplied by DBI and the binding written recommendations of DBI,
f) provide other agreed cooperation.
DBI may authorize another person to perform the Performance. In this case, DBI bears responsibility as if it had performed the Performance itself.
XII. PROPRIETARY LAW AND COPYRIGHT
On the day of full payment of the price, the customer acquires the ownership right to the items that are to become his property according to the relevant contractual documents.
If, during the Performance according to the Contractual Documents, copyright or other intellectual property rights arise for the Performance delivered by DBI in any form, including in particular computer programs or modules and databases and/or if existing DBI computer programs or modules and databases are part of the Performance, DBI will provide the Customer, unless otherwise agreed in the Contract Documents, a non-exclusive, non-transferable, territorially unlimited right to use the Performance. This right does not include the right to reproduce such Performance, distribute, rent or lend the original or reproduction of such Performance, communicate it to the public or make copies thereof, except for one copy made for backup purposes. This right will be granted indefinitely, or lasting for the duration of the proprietary copyright, except in the event of non-payment of the full price or in the event of infringement of the right of use. The customer is not authorized to reverse engineer or decompile the object code of the computer programs supplied by DBI.
In no case is the customer entitled to make any changes to the Performance without the prior written consent of DBI. The Customer is obliged to keep confidential all information related to the Performance, including instructions for use or other materials related to the Performance.
If DBI supplies third-party products on the basis of the Contract Documents, it will secure the appropriate right of use for such product for the Customer under the license conditions proposed by these third parties.
The documentation supplied by DBI will be supplied to the Customer in the quantity and scope specified in the offer, or in the Contract Documents. In accordance with these GTC, or terms of the Contract Document, the Customer will be granted a non-exclusive, non-transferable right to use the supplied documentation. With the exception of obtaining one back-up copy for the Customer’s own use, as long as all rights to the documentation, such as trademarks, trade names or copyrights, are preserved on the copy, this right does not include the right to reproduce the documentation, distribute, rent, lend the original or reproduction of the documentation or its communication to the public. The Customer is obliged to limit access to the documentation to those employees or consultants who need such access in the implementation of the Customer’s activities, which the Performance is intended to support. The customer is obliged to keep the entire documentation as confidential.
Under the conditions specified in more detail in the relevant Contractual documents, the Customer shall have the right to use at the moment of acceptance of the given Performance, or product or services, however, if the customer does not pay the full price for the Performance even within 14 days after DBI’s request, the aforementioned right to use the Performance will be suspended and will only be restored upon full payment of all due invoices according to the relevant Contract Documents.
In the event that the right to use the relevant Performance expires according to the relevant Contract Documents, the Customer is obliged to return to DBI no later than one week from the effective date of termination of the relevant right of use all media containing the relevant Performance or its parts, documents and manuals. Furthermore, the Customer is obliged to take all measures necessary to destroy copies of such Performance and any record for data retention under the control of the Customer, and to confirm the fulfillment of this provision by DBI in writing.
If the customer violates the license conditions, DBI may, among other things, suspend the Performance for the duration of the violation of the license conditions or terminate the relevant license by delivering a written notice to the customer. This does not affect the right to withdraw from the Contract.
XIII. SANCTIONS, COMPENSATION OF DAMAGES, FORCE MAJEURE
If DBI fails to comply with the deadlines specified in the Contractual Documents due to reasons solely on the part of DBI, it is obliged to pay the customer a contractual penalty in the amount of 0.05% of the proportionate price of the Performance, or in the event that the Performance includes partial Performance, the partial Performance, the implementation of which is in delay, for each day of delay with the delivery of the Performance for acceptance, but not more than 5% of the relevant price of the Performance, or of the relevant partial Performance, the implementation of which is in arrears.
DBI has an obligation to compensate the damage caused to the client as a result of a breach of DBI’s obligations, unless this breach was caused by circumstances excluding liability according to the valid provisions of the Civil Code, or events of force majeure and/or unprofessional behavior of the client or another user. In such a case, DBI is obliged to provide compensation to the client for proven actual damage, caused exclusively by his fault, the amount of which will be determined on the basis of an expert opinion prepared by an independent expert. Any compensation for property damage arising from a breach of DBI’s contract is limited to compensation for actual damage (not lost profit and other indirect and consequential damages such as loss of data). The limit of compensation for any damage is the amount of the price paid by the client DBI based on the relevant Contract Documents (excluding VAT). The parties have agreed on this limitation as damage that DBI anticipated as a possible consequence of a breach of its obligations at the time of the contractual relationship or that could have been anticipated with regard to the facts of which the supplier knew or should have known if he had acted with due diligence. The customer acknowledges the need to perform regular data backups in order to prevent damage.
DBI will compensate the customer for damage incurred by the customer as a result of infringement of copyright and other similar intellectual property rights of third parties by using the delivered Performance in the territory within which the customer is entitled to use the Performance according to the Contractual Documents, in the event of a claim for damages against the customer by a third party. The scope of compensation for damage will be limited to claims recognized in a valid court decision or agreed upon by DBI, up to the amount of the obligation to compensate damage specified in these terms and conditions. The condition for providing compensation for damages is that:
a) the client shall immediately notify DBI in writing of any lawsuit filed or claim asserted against the client and
b) the client does not make any acknowledgment that could be considered prejudicial to such claim or action and
c) the customer allows DBI to conduct any court proceedings and any meeting for the purpose of deciding the claim.
In the event that the conditions of liability in connection with the use of Open Source Software are regulated differently from the previous paragraph, the liability and obligation to compensate for damage due to infringement of the intellectual property rights of third parties is governed by the provisions of the relevant conditions of use of this Open Source Software.
None of the Contracting Parties is responsible for non-fulfillment of any of its obligations under the Contractual Documents as a result of force majeure events. Force majeure event means an event that is beyond the reasonable control of the parties, including any unforeseeable event that occurs during the performance of the contract after its conclusion, including the action or inaction of state and local government authorities, orders of state and local government authorities, terrorist attack, war conflict, civil unrest, sabotage, fire, natural disaster, epidemic, quarantine restriction, embargo, accident, explosion, etc. In the event of a force majeure event, the party whose Performance is threatened by such an event shall immediately inform the other party in writing and make every effort to overcome its inability to perform Performance. The provisions of this paragraph do not apply to payment obligations arising before the force majeure event. The parties expressly agree that the provision of this paragraph shall also be applied in the event of an event of force majeure at a time when the party is in default of performance according to the Contractual Documents.
DBI undertakes that the products supplied by it will be functional during the warranty period according to the supplied documentation.
- for the delivered analysis, the Power BI report lasts for two (2) weeks and starts running on the day the final version is handed over to the customer;
- for the delivery and implementation of the created software is 3 months and begins to run on the day of acceptance of the relevant partial Performance according to the Contract Documents
- for service support is 2 weeks and starts running on the day of acceptance of the relevant monthly partial Fulfillment
- the supplied products and services of third parties are governed by the warranty conditions provided by third parties,
unless otherwise stipulated in the Contractual Documents.
This is not a warranty repair or a flat-rate service support repair, but a multitasking repair if:
- DBI removes defects arising as a result of incorrect use, or operating the products contrary to the documentation provided by DBI,
- DBI removes defects arising as a result of the customer’s demonstrably disregarding binding recommendations in connection with errors previously demonstrably reported to DBI by the customer or demonstrably not implementing DBI’s provided solution to these errors and not following DBI’s other instructions,
- products have been modified or combined (completely or partially) with any other product by any person other than a DBI employee,
- there has been use or an attempt to use the Work or product on a device (environment) other than the device (environment) whose type is specified in the relevant documentation, while the customer acknowledges that at the time of occurrence of the facts according to points c) and d ) the warranty ends regardless of the length of the warranty period stated in these GTC or in the relevant Contract Documents.
Cases, where DBI determines that it is not a warranty defect when dealing with warranty claims, will be assessed as multi-work.
The Contracting Parties confirm that all information that the Contracting Party learns during the performance and/or in connection with the performance of the Contract is of a confidential nature and/or constitutes a trade secret pursuant to Section 504 of the Civil Code (hereinafter referred to as “Confidential Information”).
The contracting parties are obliged to maintain the confidentiality of the Confidential Information and to use the Confidential Information only for the purpose of fulfilling the subject of the Agreement.
The obligation to maintain confidentiality according to paragraph 2 means, in particular, the obligation to refrain from any action by which the Confidential Information would be disclosed or made available to a third party in any form, or the Confidential Information would be used contrary to its purpose for one’s own needs or the needs of a third party, or would enable a third party person of any use of this Confidential Information.
The Contracting Parties are responsible for fulfilling their obligations according to the article, except in cases where the obligation to make available Confidential Information results from valid legal regulations or from a valid decision of a court, arbitration body or administrative authority, but only to the extent necessary and on the basis of prior notice to the other Contracting Party, if such notice is not prohibited by law. In such a case, the Contracting Parties are obliged to cooperate and take all possible measures necessary to protect the interests of the other Contracting Party.
The contracting parties are entitled to transfer Confidential Information:
(i) to its employees who need to know them for the purposes for which they were provided;
(ii) to subcontractors and other third parties whose services the Contracting Parties will use in the implementation of the subject of the Agreement, whereby the Contracting Party is obliged to enter into a written agreement with this third party, which will bind the third party at least to the extent of the Agreement.
After the end of the purpose for which the Confidential Information was transferred and/or after the termination of the effectiveness of this Agreement, the Contracting Parties are obliged to hand over all original material carriers of the Confidential Information in written and electronic form, and copies of this Confidential Information, immediately upon delivery of the written request of the other Contracting Party destroy immediately after the stated facts occur. This provision does not affect the legal obligations of the Contracting Parties regarding the archiving of Confidential Information. In the event that the written request according to the previous sentence is not delivered to the other Contracting Party within 30 days after the end of the purpose for which the Confidential Information was transferred and/or after the termination of this Agreement, the Contracting Party is obliged to immediately destroy the original physical carriers of the Confidential Information.
In the event that one of the Contracting Parties violates the obligation to protect Confidential Information set forth in the General Terms and Conditions, the other Contracting Party may demand that it refrain from this action and eliminate the objectionable situation. Furthermore, he can demand adequate satisfaction, which can also be provided in money, compensation for damages and the issuance of unjust enrichment.
The contracting parties are obliged to comply with the obligations arising from this article of the General Terms and Conditions for a period of 5 years from the date of termination of the Contract.
XVI. TERMINATION OF CONTRACT
In the event that the contract is concluded for an indefinite period, each of the contracting parties is entitled to terminate the contract even without giving a reason with a notice period of three (3) months (six (6) months) in the case of service, which begins to run on the first day of the month following the delivery of written notice to the other Contracting Party ends on the last day of the calendar month.
If either party breaches the contract in a material way, the other party is entitled to demand in writing that the other party fulfill its obligations. If, within thirty (30) days after delivery of this notice, the party in breach does not take satisfactory steps to remedy or cure the breach within the period agreed upon by the parties, the other party may withdraw from the relevant Performance without forfeiting any other rights or remedies to achieve a remedy. A material breach of the contract regarding the relevant Performance is considered to be:
a) delay in delivery longer than 30 days,
b) delay in properly providing cooperation for more than 30 days,
c) non-payment of the contractual price or its part and/or
d) violation of any of the license conditions relating to the handling of the Supplier’s Performance delivered according to the Contractual Documents by the customer.
DBI is also entitled to withdraw from the Agreement in the event that:
a) the customer has been legally convicted of a criminal offense, or
b) some person on the client’s side has been legally convicted of a criminal offense in connection with corrupt practices, or
c) was imposed on the client or a person on the client’s side in connection with corrupt practices, punishment, protective or security measures.
Corrupt behavior is meant in particular the acceptance of a bribe, bribery or indirect bribery according to Act No. 40/2009 Coll., Criminal Code, as amended.
If either party becomes bankrupt, liquidated, placed under receivership or otherwise unable to meet its financial obligations, the other party may, without thereby waiving any other rights or possible remedies, withdraw from the contract by giving notice of this facts to the first party.
Withdrawal from the contract is valid on the day of delivery of the notice of withdrawal.
The provisions of the articles, the aim of which is to regulate the relations of the parties even after the expiry of the validity of specific Contractual documents, will remain independent of the Contractual documents in which they are contained, valid and effective even after the expiry of the validity of the given Contractual documents.
In the event of withdrawal from the contract, the Contracting Parties are obliged to settle among themselves in the manner and within the time limits set by DBI. Within 30 days from the effective date of withdrawal from the Agreement, DBI is obliged to deliver a written notice to the customer on how mutual relations will be settled. In the DBI’s written settlement report:
a) defines mutual claims arising between the Contracting Parties upon withdrawal from the Contract and/or ongoing mutual claims arising under the Contract, in particular claims for the return of tangible and intangible items as part of the Performance, claims for the return of other performance provided under the contract, claims for substitute monetary performance, claims for the payment of contractual fines, claims for damages, claims arising from liability for defects, etc.,
b) sets reasonable deadlines for the fulfillment of the mutual obligations of the Contracting Parties from the mutual settlement. The settlement method and deadlines set by DBI are binding for the Contracting Parties. The costs incurred in connection with the withdrawal from the Contract and the possible return of the performance provided shall be borne by the customer.
XVII GENERAL CONDITIONS
Contractual relations between the parties are governed by the Czech legal system, primarily the Civil Code, and are subject to the jurisdiction of the courts of the Czech Republic excluding conflict of laws and the UN Convention on Contracts for the International Sale of Goods. The parties undertake to resolve any conflicts arising during the implementation of the Contractual Documents in a fair manner and in accordance with legal regulations and rules of decency. If an agreement is not reached within a reasonable period of time (max. 45 calendar days) from the delivery of the written invitation to negotiate the dispute to the other Contracting Party, the disputes will be decided by the substantively and locally competent general court.
All notices between the parties relating to the Contract Documents or to be made on the basis of the Contract Documents must be made in writing and delivered to the other party either in person, by fax, registered letter or other form of registered mail. The parties may agree that notices may also be delivered via electronic means, in particular e-mail. Notifications are deemed to have been delivered in the case of personal delivery, fax or e-mail on the day of their delivery, or dispatch. In other cases, notices are deemed to have been delivered on the third (3) day after their verifiable dispatch. For the purposes of this provision and the provisions, the parties have agreed that the provisions of § 570 paragraph 1 first sentence of the Civil Code shall not apply.
In the event that on the part of DBI, on the basis of a request from the customer (made in writing, by e-mail or fax) or on the basis of another document (e.g. a letter of intent to conclude a contract), the performance begins before the contract for the given performance is concluded project, the mutual rights and obligations of the parties are governed by these GTC and DBI’s offer, as amended, if any, in writing. For the avoidance of doubt, the customer’s instruction to start work is considered to be an agreement that, until the conclusion of a proper contract, the Performance will be provided in accordance with the offer and these GTC.
In the event of a conflict between the content of the individual Contract documents and these General Terms and Conditions, the adjustment agreed later shall apply.
The parties expressly agreed to exclude the application of the provisions of § 2108 of the Civil Code.
Such provisions of these GTC are considered ineffective, which the other party could not have reasonably expected and did not expressly accept in accordance with § 1753 of the Civil Code.
These General Terms and Conditions may be reasonably changed if the scope of the changes to the business conditions is caused by such a change in circumstances that the party referring to the previous conditions had to anticipate. Other changes to the terms and conditions can only be made by mutual agreement of the parties.
If any provision of the contract is or becomes invalid, objectionable or unenforceable, this will not affect the validity and enforceability of other provisions of the contract, if that provision can be severed from the contract as a whole. The contracting parties are obliged by agreement to replace the invalid provisions with new valid provisions that best correspond to the originally intended purpose of the invalid provisions of the contract.
XVIII ANTI-CORRUPTION AND SANCTION CLAUSES
The contracting parties undertake to take all measures to ensure that neither they nor any of their employees or representatives commit any form of corrupt behavior, in particular behavior that could be perceived as accepting a bribe, bribery or indirect bribery or any other criminal offense connected with corruption according to Act No. 40/2009 Coll., Criminal Code, as amended.
The contracting parties undertake not to provide, offer or promise a bribe to or for another in connection with the procurement of items of general interest or in connection with their own or another’s business. The contracting parties also undertake not to accept a bribe, nor to be promised a bribe, either for themselves or for another in connection with the procurement of items of general interest or in connection with their own or another’s business. At the same time, a bribe is understood as an unauthorized advantage consisting of direct property enrichment or other advantage that is received or should be received by the bribed person or with his consent to another person, and to which there is no claim.
The contracting parties will not tolerate any form of corruption or bribery even among their business partners.
Violation of any of the obligations mentioned in the previous paragraphs of this article will be considered by the contracting parties as a material breach of contractual obligations with the consequences of withdrawal from the contract.
XIX PROTECTION OF PERSONAL DATA
The contracting parties are responsible for complying with the obligations in connection with the applicable legal regulations governing the protection of personal data (e.g. EU Regulation No. 679/2016, general regulation on the protection of personal data) (hereinafter referred to as “Personal Data”).
The principles of Personal Data Protection are written in a special GDPR document.
The terms and conditions are effective from June 1, 2022.