General Terms and Conditions

1.1. Contractor:

• Full name: Vratislav Šrám
• Place of business: Špičák 125, 381 01 Český Krumlov, Czech Republic
• ID No. (IČO): 17995701
• Non-VAT payer
• Registered in: Trade Register, City of Prague
• Operating under the brand: Allier Studio
• Email: info@allier.studio
• Phone: +420 727 808 701
• Website: https://allier.studio

1.2. The Contractor operates under a trade license for the unregulated trade 'Production, trade and services not listed in Annexes 1 to 3 of the Trade Licensing Act', fields of activity: Information technology, Consulting and advisory services.

1.3. The Contractor is not a VAT payer.

For the purposes of these GTC, the following terms shall have the following meanings:

2.1. 'Contractor'

the natural person (sole trader) identified in Art. 1, operating a studio under the Allier Studio brand.

2.2. 'Client'

a natural or legal person entering into a Contract with the Contractor. The Client may be: a Business client — a person entering into the Contract in the course of their business activities (B2B), or a Consumer — a natural person acting outside the scope of their business activities (B2C).

2.3. 'Contract'

a contract for work pursuant to Section 2586 et seq. of the Civil Code, or a contract for the provision of digital content pursuant to Section 2389a et seq. of the Civil Code, entered into between the Contractor and the Client, of which these GTC and the Project Specification form an integral part.

2.4. 'Work'

all outputs created by the Contractor for the Client under the Contract, including but not limited to websites, web applications, graphic design, automation workflows, dashboards, system integrations and other digital solutions.

2.5. 'Project Specification'

a document (annex to the Contract) describing the scope, functional requirements, technical parameters, timeline and other details of the Work.

2.6. 'Deliverables'

specific outputs of individual project phases (wireframes, design mockups, functional prototypes, source code, documentation, etc.).

2.7. 'Source Files'

editable files used to create the Work (source code, Figma files, configuration files, database schemas, etc.).

2.8. 'Background IP'

all pre-existing elements owned or licensed by the Contractor prior to or independently of the project, including but not limited to templates, frameworks, libraries, reusable components, tools and methodologies (including the Contractor's internal tools and generic UI components).

2.9. 'Maintenance'

ongoing administration, maintenance and technical support of the Work after its handover, provided under a separate maintenance agreement or annex to the Contract.

2.10. 'Acceptance'

formal approval of Deliverables by the Client in accordance with the procedure set out in Art. 6.

2.11. 'Change Request'

a written request by the Client to change the scope, functionality or parameters of the Work relative to the Project Specification.

2.12. 'Business Day'

Monday through Friday, excluding public holidays in the Czech Republic.

3.1. These GTC apply to all contractual relationships between the Contractor and the Client relating to the provision of services in website development, web applications, graphic design, process automation, dashboard implementation, system integration and related digital services.

3.2. These GTC form an integral part of every Contract entered into between the Contractor and the Client, unless the parties agree otherwise in writing. Any deviating provisions in the Contract shall take precedence over these GTC.

3.3. Contract Formation: The Contract is concluded by one of the following means:

1. signing of a bilateral written Contract (including electronic signature);
2. written confirmation of the Contractor's offer by the Client (by email or data box);
3. payment of an advance by the Client based on the Contractor's offer, if the offer expressly provides for this option.

3.4. The Client confirms that they have familiarized themselves with these GTC in their current version, which is permanently available at https://allier.studio/obchodni-podminky and for download in PDF format, prior to entering into the Contract.

3.5. The Contractor's offer is binding for the period stated therein; if no period is stated, for 30 calendar days from its dispatch.

4.1. Obligations of the Contractor:

1. To perform the Work in accordance with the Project Specification, with professional care and within the agreed timeline.
2. To inform the Client without undue delay of any circumstances that may affect the proper and timely completion of the Work.
3. To submit the Work for Acceptance in individual phases according to the timeline.
4. To provide the Client with regular updates on the project status.
5. To maintain confidentiality in accordance with Art. 16.

4.2. Obligations of the Client (cooperation):

1. To provide the Contractor with all materials necessary for the delivery of the Work (texts, images, logos, access credentials, requirement specifications, etc.) within the period specified in the Project Specification, but no later than 10 Business Days from the Contractor's request.
2. To provide feedback on submitted Deliverables within the period specified in Art. 6.
3. To designate a contact person authorized to act on project matters and approve Deliverables.
4. To ensure that all materials provided to the Contractor comply with applicable laws and do not infringe third-party rights.
5. To pay the agreed price duly and on time.

4.3. Consequences of Client's failure to cooperate:

1. Each Business Day of delay by the Client in providing materials or feedback extends the Work completion deadline by at least the same number of Business Days.
2. If the Client's delay exceeds 20 Business Days (cumulative), the Contractor is entitled to recalculate the project timeline and budget.
3. If the Client's delay exceeds 60 calendar days (cumulative), the Contractor is entitled to withdraw from the Contract and invoice all work performed to date in accordance with Art. 8.
4. If the Client fails to provide materials even after a second written notice (with a reasonable additional period of at least 10 Business Days), the Contractor is entitled to complete the affected part of the Work at its own professional discretion or to suspend its delivery.

5.1. The Work is delivered in phases defined in the Project Specification. Unless the Project Specification provides otherwise, the following standard phases apply (these phases relate to the period after Contract execution; the pre-contract process is described on the Contractor's website):

5.2. The timeline with specific milestone dates is an annex to the Project Specification.

5.3. The Contractor is entitled to include a delivery tolerance of up to 14 calendar days from the stated milestone date in the timeline, unless otherwise agreed in the Project Specification.

6.1. Submission for Acceptance: The Contractor shall submit Deliverables to the Client electronically (by email or through a project management tool).

6.2. Response Period: The Client shall respond to submitted Deliverables within 5 Business Days of their receipt.

6.3. Forms of Response:

1. Approval (Acceptance) — The Client accepts the Deliverables without reservations.
2. Approval with Comments — The Client accepts the Deliverables with reservations, which the Contractor shall incorporate during revision rounds per Art. 6.5.
3. Rejection — The Client rejects the Deliverables with written justification containing specific objections. Rejection is permissible only if the Deliverables exhibit material deviations from the Project Specification.

6.4. Deemed Acceptance: If the Client fails to respond within the period under Art. 6.2 even after a written reminder with an additional 5 Business Day period, the Deliverables shall be deemed accepted without reservations.

6.5. Revision Rounds:

1. The price of the Work includes 2 (two) revision rounds for design mockups and 1 (one) revision round for the final Work after implementation.
2. A 'revision' means a set of modifications within the approved scope of the Project Specification. A request exceeding the approved scope constitutes a Change Request per Art. 7.
3. Additional revision rounds beyond Art. 6.5(a) are charged at the hourly rate specified in the Project Specification; unless otherwise agreed, the hourly rate is CZK 1,800 excl. VAT.

6.6. Final Acceptance: Upon successful completion of all phases and incorporation of comments, the Client shall confirm acceptance of the Work via the client portal, email, or by signing an acceptance protocol. Upon confirmation, the Work is deemed delivered. The Contractor shall record the date, method, and identification of confirmation in the electronic action logging system.

7.1. The Client is entitled to request a change in the scope of the Work at any time during delivery by means of a written Change Request.

7.2. The Contractor shall assess the impact of the Change Request on price and timeline within 5 Business Days of receipt and submit a proposed amendment to the Contract to the Client.

7.3. A Change Request is binding only upon written approval of the proposed amendment by both parties. Until approval, delivery continues according to the original Project Specification.

7.4. Work on a Change Request commenced before written approval is at the risk of the party that initiated the commencement.

8.1. The price of the Work is set in the Contract or Project Specification as:

1. a fixed price for the entire Work or a phase thereof; or
2. an hourly rate for work beyond scope or work by agreement; or
3. a combination of fixed price and hourly rate.

8.2. If the Contractor is not a VAT payer, prices are stated as final. If the Contractor is a VAT payer, VAT at the statutory rate shall be added to the prices.

8.3. Payment Schedule (unless otherwise agreed in the Contract):

For projects with a total price exceeding CZK 200,000, the payment schedule may be adjusted in the Project Specification with a more detailed breakdown by individual milestones.

8.4. Invoice Due Date: 14 calendar days from the date of issue, unless otherwise agreed in the Contract. An invoice is considered paid on the date the payment is credited to the Contractor's account.

8.5. Payment Method: By wire transfer to the Contractor's bank account stated on the invoice.

8.6. Advance Payment: The Contractor is entitled to request an advance per Art. 8.3. The advance is non-refundable in case of withdrawal by the Client for reasons on the Client's side, up to the amount corresponding to the value of work performed as of the date of withdrawal. The remaining portion of the advance shall be returned.

8.7. Suspension of Work: The Contractor is entitled to suspend work on the Work if the Client is more than 14 calendar days overdue with payment of any due invoice. The Contractor shall notify the Client of the suspension in writing. The suspension period shall not count towards delivery deadlines.

9.1. In case of late payment by the Client, the Contractor is entitled to charge late payment interest of 0.05% of the outstanding amount per day of delay.

9.2. Late payment interest under Art. 9.1 does not preclude a claim for damages caused by the delay, even if the damages exceed the amount of interest.

9.3. Costs associated with debt collection (reminders, legal representation, collection agency) shall be borne by the Client.

10.1. Unless otherwise agreed in the Project Specification, standard delivery timelines correspond to the project timeline.

10.2. The Client may request expedited delivery subject to the following surcharges:

1. High Priority (delivery in 50% of standard time): +30% surcharge on the price of the affected phase.
2. ASAP (delivery within 1–2 Business Days): +50% surcharge on the price of the affected phase.

10.3. The Contractor is not obligated to accept an expedited delivery request. Acceptance is confirmed in writing.

10.4. For expedited delivery under Art. 10.2(b), the Contractor does not guarantee the same level of detail and quality as with standard timelines, of which the Client is informed in advance.

11.1. Copyright Ownership: Copyright in the Work belongs to the Contractor (or their collaborators — authors) in accordance with Act No. 121/2000 Coll., the Copyright Act. Under Czech law, copyright is non-transferable.

11.2. License for Custom Work:

1. Upon full payment of the total price of the Work, the Contractor grants the Client an exclusive license to use those parts of the Work that were created exclusively for the Client based on the Project Specification (hereinafter 'Custom Work').
2. The license under Art. 11.2(a) is granted in the following scope:
   • territorial scope: unrestricted (worldwide);
   • temporal scope: for an indefinite period;
   • substantive scope: use for the Client's own business activities, including reproduction, communication to the public, modifications and incorporation into other Client materials;
   • sublicensing: the Client is entitled to grant sublicenses to third parties to the extent necessary for the operation of the Work (subcontractors, employees).
3. The license becomes effective upon full payment of the total price of the Work. Until full payment, the Client is granted a non-exclusive license to the extent necessary for testing and review of the Work.

11.3. Background IP:

1. The Contractor expressly retains all rights to Background IP, including the right to use, license and incorporate Background IP into projects for other clients.
2. The Client is granted a non-exclusive license to Background IP contained in the Work to the extent necessary for proper use of the Work. This license is royalty-free, unlimited in time and territory.
3. The Client is not entitled to independently distribute, sublicense or use Background IP separately from the Work without the prior written consent of the Contractor.

11.4. Third-Party Components: The Work may contain third-party components (open-source libraries, fonts, stock images, etc.). Use of these components is governed by the respective third-party license terms. The Contractor shall inform the Client of the third-party components used and their license terms.

11.5. Portfolio Rights:

1. The Contractor is entitled to present the Work as a reference in their portfolio, on their website, in presentations and marketing materials. This right includes the right to publish previews, descriptions and screenshots of the Work.
2. The Client may request in writing that the Work be excluded from the portfolio. In such case, an individual surcharge shall be agreed.

11.6. Source Files:

1. The Contractor shall hand over the Source Files of the Custom Work to the Client upon their written request, after full payment of the total price of the Work and (if agreed) after termination of the Maintenance agreement. Handover shall occur within 30 days of receiving the request.
2. Source Files of Background IP are not subject to handover unless the parties agree otherwise in writing.
3. After handover of Source Files, the Contractor shall not be liable for modifications made by the Client or third parties.

11.7. License Chain: The Contractor represents and warrants that it holds all rights and licenses necessary to grant the licenses under this Article, including duly acquired licenses from its collaborators and subcontractors.

12.1. In case of breach of the license terms under Art. 11 by either party, the breaching party shall pay the other party a contractual penalty of CZK 200,000 for each individual breach.

12.2. Payment of the contractual penalty does not affect the right to full compensation for damages.

13.1. Warranty Period:

1. For Business Clients (B2B): The Contractor provides a quality warranty for the Work for a period of 6 months from Final Acceptance.
2. For Consumers (B2C): Defective performance rights are governed by Section 2627 et seq. (for work) or Section 2615 et seq. (for digital content) of the Civil Code, depending on the nature of the Work. The Consumer Client is entitled to exercise defect rights within 24 months of receipt of the Work.

13.2. Warranty Scope: The warranty covers defects in the Work consisting of non-conformity with the Project Specification, namely:

1. Critical Defects: The Work is non-functional or substantially unusable for its intended purpose. The Contractor shall commence repair within 24 hours of notification and make every effort to remedy the defect without undue delay.
2. Medium-Severity Defects: The Work is functional but with limited usability or performance. The Contractor shall remedy the defect within 5 Business Days of notification.
3. Minor Defects: Cosmetic issues not affecting functionality. The Contractor shall remedy the defect within 10 Business Days of notification or during the next scheduled update.

13.3. The warranty does not cover:

1. defects caused by interference with the Work by the Client or third parties without the Contractor's consent;
2. defects caused by operating the Work in an environment not conforming to the technical specification;
3. defects caused by cyber attacks (DDoS, hacking, malware, etc.);
4. defects arising from changes in APIs or third-party services (payment gateways, CRM systems, banking APIs, etc.);
5. outdated Client software (browser, operating system);
6. differences in display across browsers and devices, provided the Work meets the supported browser specification stated in the Project Specification.

13.4. Complaint Procedure:

1. The Client shall report the defect in writing (by email) with a description, steps to reproduce and screenshots.
2. The Contractor shall acknowledge receipt of the complaint within 1 Business Day.
3. The Contractor shall assess the complaint and inform the Client of the defect classification and planned repair procedure.
4. A complaint does not suspend the Client's payment obligations.

13.5. Browser Support: Unless otherwise specified in the Project Specification, the Work is optimized for the last 2 major versions of Chrome, Firefox, Safari and Edge (desktop and mobile). Support for legacy browsers (particularly Internet Explorer) is expressly excluded.

14.1. Provisions for Business Clients (B2B):

1. The Contractor's total liability for damages arising in connection with the Contract is limited to the total price of the Work paid by the Client (excluding monthly Maintenance payments).
2. The Contractor shall not be liable for indirect damages, consequential damages, lost profits, data loss, loss of business opportunity or damages caused to third parties in connection with the Client's use of the Work.
3. The limitation of liability under Art. 14.1(a) and (b) shall not apply to damages caused intentionally or through gross negligence or in case of breach of the confidentiality obligation under Art. 16.

14.2. Provisions for Consumers (B2C):

1. Consumer rights from defective performance and other rights granted by law are not affected or limited by this Article.

14.3. Force Majeure:

1. Neither party shall be liable for failure to perform or delayed performance of its obligations if caused by force majeure.
2. Force majeure events include, but are not limited to: natural disasters, epidemics/pandemics, war, terrorism, civil unrest, embargo, government decisions, major internet or energy infrastructure outages, large-scale cyber attacks on third-party infrastructure on which the Work depends.
3. The affected party shall promptly inform the other party of the occurrence and expected duration of the force majeure event and make reasonable efforts to minimize its impact.
4. If a force majeure event lasts more than 60 calendar days, either party may withdraw from the Contract without penalties.

15.1. Ongoing administration, maintenance and technical support of the Work (Maintenance) is provided under a separate maintenance agreement or annex to the Contract.

15.2. Maintenance includes (depending on the selected package):

1. availability and performance monitoring;
2. security updates;
3. data backups;
4. minor modifications (within the scope of the selected package);
5. technical support (within the hours of the selected package).

15.3. Maintenance is agreed for an indefinite period with a notice period of 1 month to the end of the calendar month, unless otherwise agreed.

15.4. The Maintenance fee is payable monthly in advance, by the 1st day of each calendar month.

15.5. The Contractor is entitled to adjust the Maintenance fee once per year, effective January 1st of the following year, by the inflation rate according to the Czech Statistical Office for the preceding calendar year, plus any increase in infrastructure costs (hosting, third-party licenses). The Contractor shall notify the Client in writing at least 30 days in advance. The Client may terminate the Maintenance agreement effective at the end of the month preceding the effective date of the new price if they disagree.

15.6. Termination of Maintenance does not affect the license granted under Art. 11 — the Client does not lose the right to use the Work. However, after termination of Maintenance, the Contractor does not provide technical support, updates or repairs.

15.7. After termination of Maintenance, the Contractor shall, at the Client's request, provide reasonable assistance for transition to another provider at the hourly rate per Art. 6.5(c).

16.1. Both parties undertake to maintain confidentiality regarding all confidential information of the other party obtained in connection with the Contract.

16.2. Confidential information includes, but is not limited to: business strategies, financial data, technical solutions, source code, databases, client and customer information, access credentials and all information expressly designated as confidential.

16.3. The confidentiality obligation shall remain in effect for the duration of the Contract and 3 years after its termination.

16.4. The confidentiality obligation does not apply to information:

1. that is or becomes publicly known without fault of the receiving party;
2. that the receiving party demonstrably knew before its disclosure;
3. whose disclosure is required by law, court order or public authority decision.

16.5. The contractual penalty for breach of the confidentiality obligation is CZK 100,000 for each individual breach. Payment of the contractual penalty does not affect the right to compensation for damages.

17.1. Termination by Agreement: The Contract may be terminated at any time by written agreement of both parties.

17.2. Withdrawal by the Client:

1. Business Client — The Client is entitled to withdraw from the Contract by written notice. In such case, the Client shall pay: the price for all work performed to date (pro rata), and a cancellation fee of 30% of the price of the unperformed portion of the Work.
2. Consumer Client — The Consumer has the right to withdraw from a distance Contract without giving a reason within 14 days from the date of conclusion of the Contract (Section 1829 of the Civil Code), except where the Work was completed at the express request of the Consumer before the withdrawal period expired, or the Work is custom-made per the Consumer's Specification (Section 1837(d) of the Civil Code).
3. The Consumer also has the right to withdraw, if not informed of the right to withdraw, within 1 year and 14 days from the date of conclusion of the Contract.

17.3. Withdrawal by the Contractor: The Contractor is entitled to withdraw from the Contract if:

1. the Client is more than 30 calendar days overdue with payment of any due amount;
2. the Client fails to provide necessary cooperation and their delay exceeds the periods under Art. 4.3(c);
3. a circumstance arises that manifestly makes performance of the Contract impossible.

17.4. Consequences of Termination:

1. Termination of the Contract does not affect claims for damages, contractual penalties, the confidentiality obligation and provisions that by their nature are intended to survive termination.
2. The license granted under Art. 11.2 shall remain in effect to the extent corresponding to the price paid — if the full price has been paid, the license survives in full. In case of partial payment, the Client is granted a non-exclusive license to the extent corresponding to the paid portion.
3. The Client shall pay the price for work performed up to the date of termination.
4. The Contractor shall hand over Deliverables corresponding to the paid price to the Client.

18.1. The Contractor processes the Client's personal data (contact details, billing information) for the purpose of performing the Contract and fulfilling legal obligations, particularly tax and accounting obligations.

18.2. Details on personal data processing are set out in the separate Privacy Policy, available at https://allier.studio/ochrana-osobnich-udaju.

18.3. If, in the course of performing the Contract, the Contractor processes personal data of third parties on behalf of the Client (e.g., data of the Client's customers), the parties shall enter into a Data Processing Agreement pursuant to Article 28 of the GDPR as an annex to the Contract.

18.4. The Contractor declares that all client data is stored on servers in the European Union (Hetzner, Germany; Vercel, EU region).

18.5. Consent to the processing of personal data for marketing purposes is always voluntary and separate from the Contract.

19.1. Governing Law: All legal relationships arising from the Contract and these GTC shall be governed by the laws of the Czech Republic.

19.2. Jurisdiction: Disputes that cannot be resolved amicably shall be decided by the competent court in the Czech Republic. For Consumer relationships, general jurisdictional rules apply.

19.3. Alternative Dispute Resolution (ADR) — for Consumers:

1. The Consumer Client has the right to out-of-court resolution of consumer disputes arising from the Contract.
2. The body for out-of-court resolution of consumer disputes is:
   Czech Trade Inspection AuthorityCentral Inspectorate — ADR DepartmentŠtěpánská 567/15, 120 00 Prague 2, Czech RepublicEmail: adr@coi.czWebsite: https://adr.coi.cz/cs
3. The Consumer may also use the online dispute resolution platform established by the European Commission, if operational at the time of the dispute.

19.4. Art. 19.3 does not apply to Business-to-Business (B2B) relationships.

20.1. Severability Clause: If any provision of these GTC is found invalid, ineffective or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a provision that most closely approximates the purpose and economic meaning of the replaced provision.

20.2. Amendments to GTC: For Business Clients (B2B): The Contractor is entitled to unilaterally amend these GTC. The Contractor shall notify the Client in writing (by email) at least 30 days before the effective date of the amendment. The Client may terminate the Contract effective on the date the amendment takes effect if they disagree. If the Client neither terminates the Contract nor raises an objection by the effective date, they are deemed to have agreed to the amendment. For Consumers (B2C): Amendments to the GTC require the Client's express consent.

20.3. Written Form: For the purposes of these GTC, communication by email to addresses specified in the Contract shall also be considered written form.

20.4. Assignment: The Client is not entitled to assign their rights and obligations under the Contract to a third party without the prior written consent of the Contractor.

20.5. Entire Agreement: The Contract, its annexes and these GTC constitute the entire agreement of the parties regarding the subject matter of the Contract and supersede all prior agreements, representations and understandings of the parties on the same matter.

20.6. Use of AI Tools: The Contractor may use artificial intelligence tools (e.g., GitHub Copilot, Claude, ChatGPT) as assistant tools in fulfilling the Contract. The Contractor bears full responsibility for the quality, originality, and security of outputs regardless of tools used. All AI outputs are always reviewed, modified, and integrated by qualified Contractor staff (human-in-the-loop principle). Confidential information of the Client is not provided to AI tools without the Client's prior written consent.

20.7. Free AI Audit: The Contractor offers a free AI Business Audit service that generates an indicative analysis of digitalization potential. Audit results are generated by artificial intelligence based on publicly available information and user responses. Audit results (a) are exclusively informative and indicative, (b) do not constitute a binding offer, professional advice, or expert assessment, (c) do not replace individual consultation with a specialist, (d) may contain inaccuracies in estimates, prices, and projections. Specific prices, scope, and terms of implementation are binding only on the basis of a written proposal and executed Contract. The Contractor bears no liability for decisions made based on AI audit results.

20.8. Archive of Previous Versions: Previous versions of the GTC are available upon request by email at info@allier.studio.

20.9. These GTC become effective on April 1, 2026.