General Terms and Conditions

1. These General Terms and Conditions (the “GTC”) are issued by BeCode s. r. o., with its registered office at Janotova 14, 841 04 Bratislava – Karlova Ves district, Company ID (IČO): 54 658 390, registered in the Commercial Register of the Bratislava III City Court, Section: Sro, Insert No. 161728/B, e-mail: info@becode.sk (the “Contractor”).

2. The GTC govern the rights and obligations between the Contractor and the client (the “Client”) in the development of software, websites and applications, the implementation of IT solutions and the provision of related services. The GTC form an integral part of every offer of the Contractor and every contract concluded between the Contractor and the Client, including where the contract was concluded electronically (by e-mail or other electronic communication). Divergent arrangements in a written contract take precedence over the GTC.

3. The Contractor provides its performance exclusively to entrepreneurs within their business activity. By sending an order or accepting an offer, the Client confirms that it is acting as an entrepreneur. The legal relationships are governed by Act No. 513/1991 Coll., the Commercial Code (the “ObZ”), and Act No. 185/2015 Coll., the Copyright Act.

1. The Contractor's offers, cost estimates and calculations are non-binding and indicative and are valid for 30 days from the date of their dispatch, unless stated otherwise therein.

2. The contract is formed at the moment the first of the following occurs: (a) the Contractor confirms the Client's order, (b) the Client pays the advance payment under the offer, or (c) the Contractor begins performance with the Client's consent. Electronic communication is sufficient for the formation of the contract.

3. The scope of performance is defined exclusively by the approved offer or specification. Functionalities, features or parameters not stated therein are not part of the Contractor's obligation. The Work is deemed duly completed upon meeting the acceptance criteria set out in the specification; where acceptance criteria are not determined, the criterion is functionality corresponding to the description in the offer or specification under normal use.

1. The subject of performance is the creation of a work (a software solution) and the provision of related professional services, in particular analysis, solution design, consulting, project management, testing and deployment (the “Services”). The Contractor's right to remuneration for duly performed work and provided Services is not affected by the fact that the Work as a whole has not yet been completed or accepted (an arrangement under § 548(1) ObZ on the accrual of the right to remuneration through the ongoing performance of work). This does not affect the Contractor's obligation to duly complete and hand over the Work.

2. The Contractor is entitled to perform also through subcontractors and cooperating persons; it is liable for their performance as if it had performed itself.

3. In performing, the Contractor is entitled to use development tools, including tools employing artificial intelligence; the Contractor is responsible for the conformity of the resulting performance with the contract. The Contractor will input the Client's confidential information only into tools whose terms do not permit the use of the input data for training publicly available models, or in anonymized form.

1. The dates stated in offers and in communication are indicative and do not constitute default of the Contractor; only dates that have been expressly agreed in writing as binding become binding.

2. The day of commencement of work is deemed to be the day on which the following conditions are cumulatively met: (a) the contract has been formed, (b) the advance payment has been credited to the Contractor's account, and (c) the Client has provided the materials, access and cooperation necessary to commence work. The deadlines run from the day of commencement of work.

3. All periods and deadlines are extended by the time during which the Contractor was unable to continue the work due to the Client's failure to cooperate, due to changes or additions to the Client's requirements, or for reasons on the part of third parties beyond the Contractor's control.

1. The Client will provide the Contractor in a timely manner with all cooperation needed for due performance, in particular materials, information, access to systems and feedback.

2. The Client declares that it is entitled to provide the Contractor with all materials, works and data handed over for the purposes of performance (in particular texts, graphic elements, logos, photographs, databases) and that their use will not infringe the rights of third parties. If a third party asserts a claim against the Contractor in connection with such materials, the Client will compensate the Contractor for the damage incurred and for reasonably expended costs.

3. If the Client is in delay with providing cooperation for more than 30 days despite a written notice, the Contractor is entitled to invoice the work and Services performed up to that point and to withdraw from the contract.

1. Unless a fixed price has been agreed in writing, the performance is invoiced according to the time actually worked and the Contractor's hourly rates valid as at the date of the offer. Cost estimates are indicative.

2. The Contractor keeps records of the time worked. The time worked includes all time purposefully spent on performance, including consultations, telephone calls and online meetings with the Client or persons designated by it, preparation for them, requirements analysis, project management and communication relating to performance. The Client has the right to request an overview of the records; the Contractor's records are deemed the decisive basis for invoicing unless the Client proves their manifest inaccuracy.

3. The advance payment is due before the commencement of work and is credited towards the price of performance. If the contract terminates for any reason, the advance payment is refunded only to the extent it exceeds the price of the work performed and the costs purposefully expended by the Contractor up to the day of termination of the contract.

4. The Contractor invoices on an ongoing monthly basis, after agreed milestones or upon completion of performance. Invoices are delivered electronically and are payable within 14 calendar days of delivery.

5. The Client must raise objections to an invoice or part thereof in writing with specific reasons within 10 days of delivery of the invoice; upon the futile expiry of this period the invoice is deemed acknowledged as to its grounds and amount. An objection to part of an invoice does not affect the due date of the undisputed part.

6. If the Client is in default with payment, the Contractor is entitled to a contractual penalty of 0.05 % of the amount owed for each day of default, even a commenced one, to statutory default interest under § 369 ObZ and to compensation for damage exceeding the contractual penalty. In the event of default longer than 14 days, the Contractor is, after a written notice, entitled to suspend work, to postpone the deadlines appropriately or to withdraw from the contract.

7. The Client is not entitled to unilaterally set off its receivables (including disputed or future ones, in particular claims arising from defects or contractual penalties) against the Contractor's receivables without the Contractor's prior written consent. The Contractor is entitled to unilaterally set off its due receivables, including set-off against the advance payment paid.

8. If the anticipated overrun of the cost estimate exceeds 25 %, the Contractor will submit an updated estimate; without the Client's approval thereof, it will continue only to the extent necessary to stabilize and safely hand over the results achieved so far. Changes, additions or extensions to the specification by the Client are governed by a change procedure: the Contractor notifies an estimate of the impact on price and deadlines and implements the requirement after its approval. If the Client requests implementation before approving the estimate or continues to submit requirements, it is deemed to agree to their invoicing according to the time actually worked and the hourly rates. The deadlines are appropriately extended by the implementation of change requests.

1. Upon completion of the performance (or an agreed part thereof), the Contractor invites the Client to take it over. The Client is obliged, within 5 working days of delivery of the invitation, to take over the performance (confirmation by electronic communication is sufficient) or to notify in writing the specific defects preventing takeover, with a description enabling their reproduction. Only critical defects under Article IX are considered defects preventing takeover.

2. Upon the futile expiry of the period under paragraph 1, upon an unjustified refusal to take over, upon deployment of the performance into production operation or upon the Client's commencement of its actual use, the performance is deemed duly handed over and taken over. This does not affect the Client's warranty claims or the Contractor's claim to payment of the price.

3. Parts of the performance accepted by the Client (including acceptance under paragraph 2) are deemed duly performed and cannot later be objected to as incomplete or defective; this does not affect claims arising from defects that could not objectively have manifested at acceptance.

4. Only a defect notified to the Contractor by demonstrable electronic communication with a description enabling its reproduction is considered evidence of the existence of defects. Unilateral internal assessments, reports or analyses are not considered evidence of defects.

5. If handover of the source code has been agreed, the Contractor hands it over without undue delay after full payment of the price of performance.

6. Unless agreed otherwise in writing, after deploying the performance into operation the Contractor does not provide its operation, monitoring, infrastructure management, updates or data backup; this does not affect warranty obligations. The Client bears the operating costs of the infrastructure.

1. The Contractor grants the Client a non-exclusive licence, unlimited in time and territory, to use the performance for the Client's own needs. The licence takes effect upon full payment of the price of performance; until then the Client is entitled to use the performance only to the extent necessary for testing. An exclusive licence may be agreed only by a separate written contract.

2. General know-how, architecture, procedures, reusable components, libraries, templates and tools created or used by the Contractor also outside the given project are not the subject of the licence under paragraph 1, and the Contractor is entitled to further use, develop and license them to third parties.

3. The performance may include third-party components and open-source software; their use is governed by the terms of the respective licences. A change or termination of a licence by a third party is not a breach of contract on the part of the Contractor or a defect in the performance.

1. The Contractor provides a warranty of 6 months from the takeover of the performance, exclusively for the conformity of the performance with the approved specification. The warranty does not cover development, extension of functionalities or new requirements.

2. Defects are classified as critical (the performance or a substantial part of it is unusable for the agreed purpose), serious (they limit functionality but do not prevent basic use) and other. The Contractor begins addressing a reported defect no later than within 2 working days (critical), 5 working days (serious) or 10 working days (other) and remedies it by repair, a workaround or a bypass within a reasonable period.

3. The warranty does not cover defects caused by improper use, interventions by the Client or third parties without the Contractor's consent, changes to third-party systems and APIs, outages of external services, or changes in legislation after handover.

4. A differing technical opinion on the architecture or implementation style, the use of technologies other than those preferred by the Client, or the absence of standards or conventions that were not expressly agreed in writing, are not considered a defect.

1. The Contractor's total aggregate liability for damage arising from one contract or in connection with it, regardless of the legal basis, is limited to the amount of the price of performance actually paid under the given contract. The contracting parties declare that this amount represents the maximum foreseeable damage within the meaning of § 379 ObZ.

2. The Contractor is not liable for lost profit, loss of business opportunities, damage to goodwill, loss of data (except in the case of a breach of an expressly assumed backup obligation), or for indirect or consequential damage; further, it is not liable for damage to the extent caused by the Client, by third parties, by use contrary to the contract, or by circumstances excluding liability under § 374 ObZ.

3. The limitations under this Article do not apply to damage caused intentionally.

1. A contract may be withdrawn from for the reasons stated in the GTC, in the contract or on statutory grounds. Upon withdrawal, the contract terminates as of the effective date of the withdrawal (ex nunc); it does not affect performance provided up to that day or the claims arising therefrom.

2. The Client will pay the Contractor the price of all work performed and the costs purposefully expended up to the day of termination of the contract according to the Contractor's records; advance payments made are credited. The Contractor hands over the outputs created so far without undue delay after full payment of these claims; until then it is entitled to withhold their handover.

3. The provisions on confidentiality, contractual penalties, liability, licence, the non-solicitation prohibition and dispute resolution survive the termination of the contract.

1. The contracting parties will maintain confidentiality regarding the other party's confidential information for the duration of the contract and for 5 years after its termination. This does not apply to information that is publicly known, requested by an authority on the basis of law, or provided to a bound advisor.

2. The Contractor is entitled to state the Client, its business name and logo as a reference in its portfolio and promotional materials, without disclosing confidential details.

3. The contracting parties undertake that, for the duration of the contract and for 12 months after its termination, they will not, without the prior written consent of the other party, employ or enter into cooperation (in any legal relationship, directly or indirectly, including persons connected under § 66a ObZ, close persons or third parties acting for their benefit) with any person who participated on the other party's side in the performance of the contract, nor will they induce such a person to terminate cooperation with the other party. An exception is a response to a non-targeted public advertisement. For each breach in relation to one person, the affected party is entitled to a contractual penalty of EUR 10,000; the right to compensation for damage exceeding the penalty is not affected thereby.

1. If, in the course of performance, the Contractor processes personal data on behalf of the Client, it is a processor under Article 28 GDPR; the processing conditions are in such a case agreed in the contract or in a separate data processing agreement. The Client grants general authorization to engage further processors; as at the effective date of the GTC these are in particular Hetzner Online GmbH (hosting), GitHub (repository) and ClickUp (project records).

2. The Contractor will adopt appropriate technical and organizational measures to protect the data and will bind to confidentiality the persons who come into contact with the data.

1. Demonstrable electronic communication is deemed to be e-mail, a written message in an agreed project tool (in particular ClickUp), as well as a written message on another communication platform demonstrably used by the parties for project communication, provided the content of the act and the person who made it are apparent from it. Ordinary acts in performance (submitting and approving requirements, acceptances, approval of estimates) may be carried out in this form.

2. Formal documents (invitations, notices, invoices) are delivered by e-mail to the addresses stated in the offer or order, or by post to the registered-office address. An e-mail is deemed delivered on the day of dispatch if the sender did not receive a non-delivery notification; a postal item on the third working day after dispatch to the registered-office address per the commercial register. Withdrawal from the contract is delivered by post, to an electronic mailbox or by e-mail with confirmation of receipt.

3. Acts carried out by a person who demonstrably acts on behalf of a party within the performance (in particular from its e-mail domain, in the project tool, or from the account or number used for project communication) are deemed acts of that party, unless the other party has notified in advance in writing that the given person is not authorized. This does not apply to amendment of the contract and withdrawal.

1. Legal relationships under these GTC are governed by the law of the Slovak Republic, in particular the Slovak Commercial Code and Copyright Act. Disputes are decided by the general courts of the Slovak Republic.

2. The Contractor is entitled to amend the GTC; the wording of the GTC effective as at the day of formation of the contract applies to the contract.

3. If any provision of the GTC is invalid or unenforceable, the validity of the remaining provisions is not affected thereby.

4. These GTC take effect on 18 July 2026 and are published on the Contractor's website.