Why we have the Terms and Conditions and what they contain
We have created these Terms and Conditions so that we can be transparent about how we do things from the moment we make you an offer. This allows us to get down to work as soon as the offer has been approved.
The moment you approve an offer or place an urgent purchase order with us, an individual agreement has been concluded between us. Our relationship will then be governed by these Terms and Conditions and by the approved offer (by the individual agreement).
If you wish to enter into a traditional contract for work instead of the Terms and Conditions plus the offer, please let us know. We have nothing against that approach either.
We may update the Terms and Conditions, which is something we tend to do on 1 January each year. Our relationship is governed by the Terms and Conditions applicable on the date of conclusion of the individual agreement.
How our cooperation begins
The specific terms of our mutual cooperation are stipulated by the individual agreements and these Terms and Conditions.
We will prepare and submit an offer based on your enquiry.
Once the offer has been approved, the individual agreement between us has been concluded.
Of course, you have the choice not to approve the offer. The terms can be negotiated until both parties are satisfied with them.
However, if we provide a date in the offer until which the offer is binding on us, it must be approved by that date. Otherwise, the terms offered by us may no longer apply.
If the offer contains no date, it will be binding on us 1 month after it has been sent.
An offer includes:
The scope of the project(s) and its (their) division into stages.
A time schedule.
The price.
Contact persons.
There is an exception to paragraphs 2.2. and 2.3,which we call an urgent purchase order:
When you mark an enquiry (request) as urgent, we will not be sending you an offer.
If nothing prevents this, we will send you a message that we are working on the order. This is the point when the individual agreement is concluded between us.
If your assignment does not contain all the necessary information, we will not start working until we receive the information from you.
In case of urgent requests, the price is governed by the following list of hourly rates (prices are exclusive of VAT) and is invoiced on the last day of the month on the basis of a statement (report).
Please take your time to read the offer carefully. Our work includes only what we explicitly list in our offer as services provided by us.
Individual agreements have priority over the Terms and Conditions. This means that:
If something is not exactly specified in the individual agreement, it is governed by these Terms and Conditions.
If there is anything in the individual agreement that is different from what we state here, the individual agreement takes precedence over the Terms and Conditions.
How it will work between us
We will deliver our work without any defects and in due time. That does go without saying for us :)
You agree to provide timely feedback and to pay the price (meaning invoices) on time.
If we have issued an advance invoice, you agree to pay it by its due date. We are under no obligation to start work before you have paid the advance payment.
A project is usually divided into stages. By stages we mean the parts of the project that are clearly separated from each other in the offer and identified by letters.
At each stage, we will provide you with the results of our work, called drafts.
When we submit a draft to you, you can approve it or give us feedback to rework it.
Our response to feedback is another draft. We call this iteration.
If you are not happy with the second draft either, we will come back with a third draft based on your feedback.
If you are not happy with the third draft, one of the two following scenarios may play out:
We will mutually agree that we will draw up another draft or drafts. At that point, we enter the extra work mode (which is governed by the terms in kapitole 5).
We will end our cooperation (according to the terms in kapitole 4).
If you approve the draft or do not give us feedback within 10 days to rework it, the draft is accepted.
Once you have accepted all the drafts within a stage, we can invoice the work done in that stage.
Our time schedules rely on you providing us with feedback, supporting documents and the necessary information or instructions within 3 business days.
Delays in providing feedback may affect the promised time schedule. When that happens, we will let you know. We are not liable for such changes to the schedule.
The schedule may also be affected by the number of iterations. When that happens, we will let you know. But we do not consider such schedule changes to be a breach of contract on our part.
Please note that in case of delays in feedback, delivery of supporting documents, access, payments or the necessary information and instructions we are not bound by the promised deadlines and timeframes due to the team’s capacity. However, we will provide the service as soon as possible, depending on our capacity.
If you point to us any objective defects in the draft, we will make sure they are corrected as soon as possible and will not count the correction as an iteration. The correction of defects will not be reflected in the project cost or schedule.
Subjective defects, meaning everything is in conformity with the objective parameters of the assignment but the draft just does not feel right to you, are not defects in the legal sense and are not subject to the complaints procedure. We will work to eliminate them in accordance with paragraphs 3.5., 3.6. and 3.7.
How our cooperation ends
Ideally, our cooperation ends with you accepting all our deliverables and paying us :)
We will give you the source files in the usual format upon your request.
Either of us may withdraw from further mutual cooperation under an individual contract in the following cases:
If the other party repeatedly (two or more times) fails to perform the obligations under our agreement, even after a request for remedy, which we send to each other well in advance of the actual withdrawal from further cooperation.
If we do not agree on preparing a fourth draft (see paragraph 3.5.4.2).
If we do not agree on the terms of extra work (see paragraph 5.6.1.2).
If our cooperation ends early, the following will apply:
We have the right to invoice the fee for the services provided to the client up until the time we end our cooperation. Given the nature of our work, we invoice the fee on the basis of a report and hourly rates, not on the basis of the deliverables supplied. We also have the right to invoice any incurred expenses for third-party services or products (this includes font fees, stock photos, hosting, etc.).
Immediately after you have paid the fee and any incurred expenses, we will hand over all the work we had created up to that point, including the source data if this is something you requested and is possible to do without unreasonable effort.
The handover of deliverables will be free of charge if the handover takes us less than 2 hours of work. It if takes longer than 2 hours, we may invoice the time we spend on such handover according to our price list set out in paragraph 2.4.4.
How we get paid for our work
We will set the price in the individual agreement.
The price is without VAT. We will add VAT to the invoice at the applicable rate if VAT applies to this payment.
We issue an advance invoice for our work in the amount of 50% of the total project price. Please note that we are under no obligation to get down to work before you pay the advance payment and we do not guarantee the approved schedule in the event of any delays.
Invoices are payable within 14 days.
Unless we state something else in the offer, the price does not include the incurred expenses for third-party services or products.
If you wish to arrange for the purchase of external products or services, we will re-invoice them to you with a 20% margin at the end of the stage in which we have arranged them.
If the price of the incurred expenses exceeds EUR 400.00, we invoice such costs in advance and the invoice is due before we buy the given service or product.
Extra work: If your assignment changes during the project (e.g. you change the scope or sequence of activities), we may change the price and time schedule of the services provided.
We will mutually approve any such change. If we do not mutually approve such change, then one of the following scenarios will apply:
We will complete the project according to the original assignment and will discuss with you the next activities after completion.
Either party may withdraw from further cooperation according to the rules described above.
Our approach to copyright
We grant you the following licence to our deliverables. Please note that the deliverables may also include third-party work (stock photos, fonts, etc.) Then the scope of the licence is governed by the licensing terms of the licensor of that work.
We grant you the licence to our deliverables to the following extent:
You can use the deliverables both online and offline.
You can also use the deliverables for your own merchandising.
The licences and deliverables are there just for you. We cannot reuse them for other clients. However, we can pride ourselves on them in self-promotion or in competitions.
No one other than you can use our deliverables (you cannot resell, sublicense or assign them).
You can use and register deliverables intended for offline use (such as wraps, billboards, flyers), merchandise and trademarks across the continent of your registered office only (if you expand to another continent using our work, you will have to pay us extra). An unlimited worldwide licence applies to deliverables intended for online use (typically banners, online elements of corporate identity, websites).
You may modify our deliverables and give them to others for modification.
You can translate our deliverables into different languages, you can even register them as a trademark.
You do not have to list us as authors, but if you give us credit, we will be happy.
The licence is unlimited in quantity and time.
Our licence is linked to full payment of the price and all the related costs.
The licence fee is included in the price. If it was ever necessary to quantify the licence (for example due to litigation or some other dispute), the licence accounts for 15% of the price.
Our approach to confidentiality (and what we expect from you)
We treat all the information you provide to us as confidential. We will only show the information to a reasonable extent to the people on our team or the people who are working with us on the project.
We will protect all personal data, marketing and business plans and strategies, plans, designs, technical solutions, information and employee details, as well as other information that we mutually mark as confidential (proprietary information) and learn when working together.
Proprietary information is no longer proprietary once the public knows the information or the information becomes generally available but such knowledge or availability must not be the result of a breach of our obligations.
Unless we provide each other with consent, we will mutually treat our respective proprietary information as follows – we will:
not disclose it to third parties;
not use it to our own or anyone else’s advantage;
protect it against leak or misuse.
However, we may use and disclose proprietary information to third parties if:
this is required by law (for audit, if requested by public bodies such as the police, courts, authorities, etc.);
this is necessary to a reasonable extent for enforcing claims (e.g. proof of performance of the service);
or this is necessary for the performance of our agreement.
If we breach our obligations regarding the protection of information, the breaching party will pay to the other party a contractual penalty of EUR 2,000.00 for each individual breach.
We (both) are liable for breach of this Article up to the maximum of EUR 10,000.00 per individual agreement. This limit includes both the contractual penalty and any compensation for damage.
The obligations we have under this Article do not terminate even if our cooperation ends.
Formalities
Submission, approval or acceptance of anything may take place in any written form. To us, electronic communication is written form as well.
We usually communicate important milestones by email, but various other platforms, such as Google Drive, Figma, MarkUp, Slack or ClickUp, are also acceptable if we agree on them or they become part of our communication.
If you need a signed contract from us, we can offer Pandadoc, a digital signature or, of course, a pen.
We may use subcontractors.
When we do this, we are responsible for their work as if we were providing the service ourselves.
We have contracts in place to protect confidentiality of the information you provide to us.
We have contracts in place so you do not have to worry about meeting the licence terms.
We are also willing to work with subcontractors that you choose yourself. But in that case, the previous three subparagraphs will no longer apply.
If you change our deliverables, we are not responsible for their functionality.
Let us know if you would like us to provide IT support and maintenance services: we will negotiate and sign a separate service level agreement.
Our relationships are governed by the Czech laws. Any potential disputes will be resolved by the Czech courts.
We may not unilaterally set off receivables against each other without a prior consent.
We will be liable for damages up to the maximum price you have paid us for the project to which the damage relates.