Terms and Conditions

1. Who we are and what these Terms govern

1.1 The provider of the services is Patrik Pešta, Company ID (IČO) 21241317, with registered office at Písty 24, 289 13 Písty, Czech Republic, a sole trader registered in the Czech Trade Licensing Register (“we” or the “Provider”). We are not VAT payers. We provide custom web application development services under the Squell Apps brand.

Contact: e-mail david.jurica@squell.cz, phone +420 732 566 663, web https://apps.squell.cz.

1.2 These terms and conditions (the “Terms”) govern contracts concluded between us and you as the client (the “Client” or “you”) whose subject matter is the services under Article 2. We typically conclude contracts at a distance (by e-mail or via the web), or in person.

1.3 A consumer is a person who concludes a contract with us outside the scope of their business activity or the independent exercise of their profession. Provisions marked “for consumers” apply to consumers only. If you conclude the contract in the course of your business (e.g. an order placed under a company ID), those provisions do not apply to you.

1.4 Deviating arrangements in an offer, specification or separate agreement take precedence over these Terms.

2. Our services

2.1 We design, develop, deploy and operate custom web applications, in particular:

• internal systems and dashboards — operations portals, overviews, reports,
• client portals — self-service environments for your customers,
• booking and ordering applications,
• integrations and automation — connecting your tools, accounting or e-shop,
• operation, support and further development of applications — as a monthly retainer or on-demand work.

2.2 The specific scope, price and expected timeline are always set out in our offer and specification.

3. Initial consultation and prototype

3.1 Before concluding a contract we will walk through your processes with you and may prepare, free of charge and without obligation, a clickable prototype of the proposed solution, unless agreed otherwise. Neither the consultation nor the preparation of the prototype creates a contract or any obligation — for either party.

3.2 The prototype is our copyrighted work and serves solely for your evaluation. You are not entitled to use, copy or modify the prototype or its parts (design, structure, code), or make them available to third parties. If no contract is concluded, all rights to the prototype remain with us.

4. Conclusion of the contract, specification and advance payment

4.1 Based on your enquiry and the initial consultation we will prepare an offer containing the price, the expected timeline and a specification — a description of the scope and features of the application (typically including the prototype). The specification defines the agreed scope of the work. The offer is valid for 14 days, unless stated otherwise in the offer.

4.2 The contract is concluded the moment you accept the offer (e-mail is sufficient). Acceptance with reservations or changes is considered a new enquiry, to which we may respond with a revised offer.

4.3 After the contract is concluded we will send you an advance invoice for 50% of the price (unless agreed otherwise, e.g. milestone-based invoicing for larger projects). We start development after the advance payment is credited to our account — the agreed deadlines run from that moment (together with the delivery of materials under Article 6).

4.4 Change requests: Requests beyond the scope of the specification are not included in the agreed price. We will handle them at the hourly rate under Article 5.4; more extensive changes are handled through a separate offer (including the impact on the timeline). We will always notify you in advance that your request goes beyond the specification.

4.5 If you fail to pay the advance invoice within 14 days after its due date, we may withdraw from the contract.

4.6 The contract is concluded in the Czech language. The wording of the Terms effective on the date the contract is concluded is available on our website; we archive the contract (offer, specification and acceptance) and will make it available to you on request. The costs of means of distance communication do not differ from the basic rate under your tariff; we charge no special fees.

5. Price and payment terms

5.1 The price is agreed in the offer. We are not VAT payers — the prices stated are final.

5.2 The price for developing the application is paid as follows: a 50% advance after the contract is concluded and the remaining 50% after completion and handover, based on a final invoice — unless milestone-based invoicing is agreed in the offer.

5.3 Invoices are due within 14 days. The account number is stated on the invoice.

5.4 The monthly retainer for operating and maintaining the application is invoiced at the beginning of the relevant month. Work at an hourly rate (change requests, on-demand work) is invoiced in arrears based on an approved timesheet, usually monthly. The hourly rate is CZK 2,000, unless agreed otherwise in the offer.

5.5 If you are in default with payment, we may claim statutory default interest and are entitled to suspend work and withhold handover of the work, access credentials or other outputs until payment is made; in such a case the agreed deadlines are extended by the period of the default.

5.6 Operating fees of third-party services (hosting, database, domain, etc.) are not part of our price — see Article 11.5.

6. Your cooperation and materials

6.1 For proper performance we need your cooperation — in particular the timely delivery of materials (process descriptions, content, logos, test data, access to your systems and services) and feedback on submitted outputs within the agreed deadlines.

6.2 If you fall into delay with delivering materials or other cooperation, the agreed deadlines are automatically extended by the period of your delay.

6.3 If your delay in cooperation lasts longer than 30 days from our request, we may terminate the contract with immediate effect and invoice you for the work performed to date; the advance paid will be set off against this amount.

6.4 You are responsible for having the necessary rights to the materials and data you hand over or make available to us, and for their content not violating legal regulations or third-party rights. If you are an entrepreneur, you will compensate us for any harm we suffer as a result of a breach of this representation.

7. Development process, revisions and acceptance

7.1 We build the application iteratively — we make the work in progress available to you continuously (typically in a test environment) and incorporate your feedback within the scope of the specification. For the design part (prototype, user interface), 3 rounds of revisions are included in the price; requests beyond the specification are governed by Article 4.4 (change requests).

7.2 We hand over the completed application by making it available in the production or test environment, together with access credentials (hosting, repository, administration) as agreed.

7.3 Acceptance: Please test the application and within 14 days of handover confirm acceptance or report any defects found. We will remove defects preventing ordinary use of the application before acceptance; minor defects do not prevent acceptance and will be removed under the rights from defective performance or the guarantee under Article 9. If you do not respond within the deadline, or if you start using the application in live operation, the application is deemed accepted. Your rights arising from defective performance are not affected.

8. Copyright and licence

8.1 The outputs of our work (application, source code, design, graphics, documentation) are copyrighted works protected by copyright law.

8.2 Upon full payment of the price of the work we grant you an exclusive licence to use the work by all means of use, without territorial, quantitative or time limitation (for the entire duration of the economic rights), including the right to modify, adapt and further develop the work and the right to grant sublicences. At the same time we will hand over the source code and access credentials (repository, hosting, administration). The licence fee is included in the price of the work.

8.3 Until the price is paid in full you are not entitled to use the work (except for testing and providing feedback).

8.4 The licence under Article 8.2 does not cover third-party components used in the work (in particular open-source libraries and frameworks, fonts, and any paid services and plugins) — these are governed by their own licence terms. We use established components with licences permitting commercial deployment; we will provide an overview of them on request.

8.5 We are entitled to list you in our references (name, logo and a general description of the project) until you refuse in writing. A more detailed case study — screenshots, internal metrics or quotes — will only be published with your prior consent.

8.6 We declare that we are entitled to grant the licence under these Terms.

9. Defects, guarantee and liability

9.1 The work is defective if it does not conform to the specification and the agreed purpose. We are liable for defects the work has at handover.

9.2 Report a defect to us without undue delay after you could have discovered it, by e-mail to david.jurica@squell.cz — ideally with a description of how and where it manifests itself (a screenshot helps).

9.3 The following, in particular, are not defects of the work: (a) malfunction caused by interference with the application, code or configuration by you or a third party after handover, (b) outages, changes or limitations of third-party services (hosting, database, external APIs, e-mail services), (c) incompatibility with browser, device and technology versions released after handover (ongoing updates are covered by the maintenance service under Article 11), (d) properties of the content, data and materials you supplied, (e) behaviour of the application when used contrary to the documentation or its purpose.

9.4 For consumers: We will confirm receipt of your complaint by e-mail (when you filed it, what it concerns and what manner of resolution you request) and will resolve the complaint within 30 days of filing at the latest, including informing you of the resolution; if this period expires in vain, you may withdraw from the contract or request a reasonable discount. You have the rights from defective performance to the extent provided by the Czech Civil Code — in particular removal of the defect, a reasonable discount and, in the case of a material breach of contract, withdrawal. These Terms do not limit your statutory rights in any way.

9.5 For entrepreneurs: Defects must be reported without undue delay, no later than 6 months after handover of the work; otherwise the rights from defects lapse. Claims from defects are limited to removal of the defect within a reasonable period and, where removal is not possible, to a reasonable discount. Our total liability for damages in connection with the contract is agreed up to the amount of the price of the work (for ongoing services, up to the retainer paid over the last 12 months); we are not liable for lost profit, loss of data caused by third parties, or indirect or consequential damages. This limitation does not apply to harm caused intentionally or by gross negligence.

9.6 Guarantee beyond the law: Bugs reported within 30 days of the application being deployed to live operation will be fixed free of charge. This guarantee is a voluntary performance beyond the scope of the law and does not limit the statutory rights from defective performance.

10. Withdrawal from the contract — for consumers

10.1 If you are a consumer and we concluded the contract at a distance (e.g. by e-mail) or away from business premises (e.g. at a meeting at your place), you have the right to withdraw from the contract without giving a reason within 14 days of its conclusion.

10.2 To meet the deadline it is sufficient to send the withdrawal within the deadline — by e-mail to david.jurica@squell.cz or by post to the address of our registered office. You may use the model form in Annex 1 to these Terms (this is not obligatory, however). We will confirm receipt of the withdrawal without undue delay.

10.3 If you withdraw from the contract, we will refund within 14 days of the withdrawal all payments we received from you in connection with the contract, using the same method by which we received them (a different method only by agreement and at no additional cost to you).

10.4 Commencement of services before the deadline expires: By accepting our offer you expressly request that we start providing the services before the withdrawal period expires. In that case:

• (a) if you withdraw from the contract, you will pay us a proportional part of the agreed price corresponding to the performance provided up to the moment of withdrawal (Section 1834 of the Czech Civil Code),
• (b) the right to withdraw from the contract ceases to exist if the service has been fully provided before the deadline expires (Section 1837(a) of the Czech Civil Code).

We hereby inform you of both, and by accepting the offer you confirm that you take note of this.

10.5 Where the subject of performance is the supply of digital content not supplied on a tangible medium, the right to withdraw from the contract ceases to exist if performance began with your prior express consent before the expiry of the withdrawal period and you confirmed that you take note of the extinction of the right (Section 1837(l) of the Czech Civil Code).

10.6 The right to withdraw from the contract under this Article does not apply to a Client who is an entrepreneur.

11. Operation, support and maintenance of the application

11.1 We provide operation, support and further development of the application either (a) for a monthly retainer covering a pre-agreed list of activities (e.g. monitoring, updates, minor modifications), or (b) on demand at an hourly rate according to the time actually spent (time is counted from your written assignment).

11.2 The maintenance contract is concluded for an indefinite period, unless agreed otherwise. Either party may terminate it in writing (e-mail is sufficient) without giving a reason with a notice period of 1 month, which starts on the first day of the calendar month following delivery of the notice.

11.3 We will proportionally refund any retainer paid for the period after the contract ends. Unused retainer scope does not carry over to the following months, unless agreed otherwise. We may terminate the maintenance contract with immediate effect if you are in default with payment for more than 14 days despite our request for remedy.

11.4 Guaranteed response or fix times (SLA) are provided only if expressly agreed in the offer. Without such an arrangement we respond without undue delay during business hours.

11.5 Third-party services: The application relies for its operation on third-party infrastructure and services (typically Vercel hosting, a database, a domain, e-mail or other services). We recommend keeping these accounts directly in your name; you pay their fees directly to the providers, unless agreed otherwise. We are not responsible for the availability, changes or prices of third-party services; application modifications caused by changes on the side of third parties are handled under maintenance or a separate offer.

11.6 Data and backups: The data in the application is yours. We set up backups at deployment according to the capabilities of the chosen infrastructure; backup and recovery guarantees are governed by the terms of the respective providers. When the cooperation ends, we will assist you with handing over the application, access credentials and data export; if this exceeds the ordinary scope, we charge it at the hourly rate under Article 5.4.

11.7 Personal data processing: If, during development or maintenance, we have access to personal data of which you are the controller (e.g. data of your application’s users), we process it solely on your instructions as a processor, to the extent necessary and under confidentiality. On request we will conclude a data processing agreement with you under Article 28 GDPR.

12. Confidentiality

12.1 Both parties undertake to keep confidential the other party’s confidential information they learn in connection with the cooperation — in particular business, operational and technical information, data, processes and know-how. They will not use confidential information for any purpose other than performing the contract and will protect it at least as they protect their own confidential information.

12.2 The confidentiality obligation survives the end of the contract for a period of 3 years. It does not apply to information that is publicly available, demonstrably obtained independently, or where disclosure is required by law or a public authority.

12.3 We may disclose confidential information to collaborators involved in the performance who are bound by confidentiality at least to the same extent.

13. Out-of-court dispute resolution and supervision

13.1 For consumers: The body competent for the out-of-court resolution of consumer disputes arising from our contracts is the Czech Trade Inspection Authority (Česká obchodní inspekce), Central Inspectorate — ADR Department, Štěpánská 796/44, 110 00 Prague 1, www.coi.cz; a petition can be filed electronically at adr.coi.cz. For disputes with a cross-border element, the European Consumer Centre Czech Republic, www.evropskyspotrebitel.cz, can assist you.

13.2 Our activity is supervised by the competent trade licensing office, the Czech Trade Inspection Authority and, in the area of personal data, the Office for Personal Data Protection (Úřad pro ochranu osobních údajů).

14. Final provisions

14.1 The contractual relationship is governed by the law of the Czech Republic. Consumer rights arising from mandatory provisions of legal regulations are not affected.

14.2 Neither party is liable for a delay caused by extraordinary unforeseeable circumstances (force majeure); the agreed deadlines are extended by the duration of such circumstances.

14.3 We communicate primarily by e-mail. A message is deemed delivered on the day it is sent to the agreed e-mail address, in case of doubt on the following business day.

14.4 For disputes with a Client who is an entrepreneur, we agree that the court with local jurisdiction is the court of our registered office.

14.5 For contracts concluded for an indefinite period (operation and maintenance of the application) we may unilaterally amend these Terms to a reasonable extent. We will notify you of the amendment by e-mail at least 1 month before it takes effect; if you do not agree with the amendment, you may terminate the contract under Article 11.2 before the amendment takes effect.

14.6 If any provision of these Terms is or becomes invalid or ineffective, this does not affect the validity of the remaining provisions.

14.7 An integral part of these Terms is Annex 1 — Model withdrawal form.

Annex 1 — Model withdrawal form

(Complete and send this form only if you wish to withdraw from the contract. The form is intended for consumers.)

Addressee:
Patrik Pešta — Squell Apps
Písty 24, 289 13 Písty, Czech Republic
e-mail: david.jurica@squell.cz

I/We(*) hereby give notice that I/we(*) withdraw from the contract for the provision of the following services:

…………………………………………………………………………

Date of order (conclusion of the contract): …………………………

Name and surname of the consumer(s): …………………………

Address of the consumer(s): …………………………

E-mail (for confirmation of receipt and the refund): …………………………

Signature of the consumer(s) (only if this form is sent on paper): …………………………

Date: …………………………

(*) Delete as appropriate.