Terms and Conditions

1. Scope of the Terms

1.1. These general terms and conditions (the “Terms”) of loudmark s.r.o., with its registered office at Rybná 716/24, Staré Město, 110 00 Prague 1, Czech Republic, Company ID (IČO) 24737674, VAT ID CZ24737674, registered in the Commercial Register kept by the Municipal Court in Prague, Section C, File 170162 (“we”), apply to all contractual relationships between us and our customers (“you”), unless we and you (together the “parties” and each a “party”) expressly agree otherwise.

1.2. If we and you agree, within a contract or even a partial service, on rights and obligations that deviate from these Terms and conflict with their provisions, the provisions of that specific contract take precedence over these Terms.

1.3. If any provision of these Terms or of a specific contract proves to be invalid or ineffective after conclusion, or is to be disregarded by law, the validity, effectiveness and legal soundness of the remaining provisions remain unaffected. In such a case, you shall, at our request and without undue delay, replace the invalid or ineffective provision with a valid and effective provision whose content corresponds as closely as possible to the purpose of the invalid, ineffective or sham provision.

2. Fees, invoicing, set-off and late-payment interest

2.1. The price of each performance will be agreed in the specific contract; if it is not, the price follows our published price list, also available at https://www.loudmark.studio/hodinove-sazby.pdf, which we will usually change unilaterally after 1 January of each year. If no price for additional work is agreed in a specific case, the price for each started hour of additional work will equal the hourly price of the given or a similar service under the price list agreed by the parties, or otherwise the price we charge under the current price list referred to in the previous sentence. Unless the contract expressly excludes it, we may unilaterally change all prices by sending you an updated price list of our services or by publishing an updated price list, usually with effect from 1 January of a calendar year, unless we set a later date.

2.2. Unless agreed otherwise in a specific case, prices do not include transport, travel, material, printing and similar costs.

2.3. We add VAT, taxes and other fees and charges to each price in the amount required by law (except income taxes and other similar taxes).

2.4. You will pay prices to the bank account stated on the relevant invoice. Unless a different due date is stated on our invoice, invoices are due within 14 days of the date of issue.

2.5. We may send you invoices electronically.

2.6. Set-off against our claims is not permitted.

2.7. If you are late with payment of any price or other payment to us, late-payment interest is 0.05% of the amount due for each started day of delay.

2.8. If we withdraw from the contract because you have breached any of your obligations, you shall pay us a proportionate part of the price of the performance or of the work already carried out, even if the performance has not been fully completed and handed over.

3. Inflation clause

3.1. If, according to the consumer price index for the same month (December) of the previous year, issued for the Czech Republic by the Czech Statistical Office (or another index that replaces it in the future with respect to the year-on-year increase in consumer prices, and if there is no such index, a new one determined by us by unilateral notice) and published on its website (after the end of the period assessed, usually in the section on inflation and consumer prices), the total increase in consumer prices in December compared with December of the previous year (the base) is at least 3%, we always acquire, as of the 1st calendar day of the following January (i.e. as of 1 January following the December for which the year-on-year increase is assessed), the right to increase all prices that we are otherwise not entitled to change unilaterally under clause 2.1 of these Terms (including prices fixed in a specific contract or capped for a certain period), by the percentage equal to the year-on-year (December) increase in total consumer prices under the above index for the same month (December) of the previous year (or under the index replacing it in the future). You acknowledge that the increase as of 1 January will usually be applied retroactively, since year-on-year inflation under the consumer price index for December of the previous year is usually published by the Czech Statistical Office during the following January and not on its first calendar day. For the avoidance of doubt, the parties agree that this inflation clause may be applied repeatedly (annually) throughout the contractual relationship, and that we may also exercise our right to increase prices under this clause by issuing you an invoice with the increased price.

4. Cooperation and change management

4.1. You shall actively provide us with the cooperation needed to perform the contract, in particular communicate with us actively, deliver the requested documents and materials on time, provide access to the place of performance or another place where the nature of the performance requires it, cooperate in setting up DNS, create suitable conditions where the performance under the contract requires it, allow a defective state or another environment to be simulated again in order to remedy a defect or incident, cooperate in testing the performance or in remedying the consequences of a defect or incident, ensure that your representatives and other responsible persons or employees whose cooperation we need are available to a sufficient extent, provide us with timely, correct, complete, true and undistorted information needed to perform the contract, not conceal any facts or risk factors that could endanger the life or health of persons, increase the costs, effort, price or time needed for performance, or jeopardise the proper and timely fulfilment of our obligations, and provide other forms of cooperation required by the nature of the performance.

4.2. Failure to provide your cooperation, or distortion or omission of timely, correct, complete, true and undistorted information or other requested data, may have a negative impact on the performance provided.

4.3. For the avoidance of doubt, you are not entitled to any reimbursement of costs or any harm related to providing cooperation; in particular, you are not entitled to compensation for employee downtime, restrictions on your operations, communication costs or other costs.

4.4. If, after the contract is concluded, it turns out that the performance agreed by the parties requires changes or additions not reflected at the time of conclusion, the parties will start a change procedure at the request of either party, no later than 3 working days after the request is made. In the change procedure, the parties undertake to communicate actively with each other. If the parties agree on a change or addition to the contract in the change procedure, it will be recorded in writing at the request of either party (e-mail or other electronic communication is sufficient), and the parties will also agree on an extension of the deadline for completing the requested performance.

5. Formation, amendment, duration and termination of the contractual relationship

5.1. We exclude the acceptance of an offer to conclude a contract with an addendum or deviation, even one that does not materially change the terms of the offer within the meaning of Section 1740(3) of Act No. 89/2012 Coll. (the “Civil Code”).

5.2. Without our prior written consent, you may not transfer or assign the contract or any of the rights and obligations arising from it. Even in the case of an assignment, you are not released from your rights and obligations towards us.

5.3. We may entrust a third party (subcontractor) with the performance or hand the performance over to it.

5.4. In addition to the grounds set by law, we may withdraw from the contract (or part of it) or terminate it without notice if:

a) you are at least 30 days late in paying any price, payment or even part of it;

b) you are at least 7 days late in providing the requested cooperation, or you repeatedly (at least twice) obstruct proper performance of the contract;

c) insolvency proceedings are commenced against you.

5.5. If you are at least 15 days late with any of your obligations, in particular with payment of a price, payment or even part of it, we may suspend your hosting (web hosting, mail hosting) and cloud services, redirect the domain, suspend managed third-party services or otherwise restrict the operation of the website and related services until you fulfil all obligations with which you are in delay. Suspension under the previous sentence does not affect our right to terminate the contract under the law or these Terms (in particular under the previous provision of these Terms).

5.6. If a contract for the rental of a website or domain is terminated due to a breach of your obligations, we may also unilaterally terminate the related licences and related services without notice and without compensation.

5.7. The contract may always also be terminated by agreement of both parties.

6. Non-solicitation

6.1. During the contractual relationship between the parties and for 1 year after its end (termination), you may not, anywhere in Europe:

a) employ our employee, an employee of our subcontractor or any other person who takes or took part in performance directly for you (an “employee”); nor may you arrange or offer such an employee other cooperation or negotiate with them about employment or other cooperation if its subject would be performance identical or similar to the performance we provide or have provided to you;

b) enter into a contractual obligation or other cooperation with our subcontractor who takes or took part in performing obligations for you, the subject of which would be performance identical or similar to the performance we provide or have provided to you, or performance following on from it. Nor may you offer such a subcontractor a contract or other cooperation, negotiate with them about its conclusion or arrange it for them;

c) otherwise circumvent this non-solicitation clause in a way that would allow an employee or our subcontractor to do the above.

6.2. The non-solicitation requirement under this article is compensated to you within the agreed fee for our work and the possibility of connecting you with, or performing for you through, professionals other than us.

6.3. The non-solicitation clause under this article does not apply if we give you prior written consent to such conduct.

6.4. If you breach the non-solicitation obligation under this article, we are entitled to a contractual penalty of CZK 500,000 for each individual breach.

7. Liability

7.1. If, in performing the contract, we process or use intellectual property of persons other than us provided by you, or perform on the basis of consent or permission granted or obtained by you, you undertake that you have all necessary authorisations (in particular licences) and consents required so that our performance of the contract does not endanger or infringe any rights, in particular personality rights and intellectual property rights of persons other than us. If you breach this obligation and any rights, in particular personality rights and intellectual property rights of persons other than us, are endangered or infringed on our part, you undertake to compensate us for any harm and costs arising from it, in particular material and non-material harm, other sanctions, legal representation costs, court costs and other justified costs; this obligation survives the end of the contract.

7.2. We are not liable for loss of business or profit, for any indirect or consequential damage, for non-material harm, or for any loss of stored information or data.

7.3. Circumstances excluding our liability (Section 2913(2) of the Civil Code) are taken into account regardless of when they occur.

7.4. Unless expressly agreed otherwise, the last sentence of Section 2099(1) of the Civil Code does not apply to our performance.

7.5. Our liability to you for damage is limited, for all damage events in total, to the total amount of monetary performance received from you under the given contract in the last 3 calendar months before the damage event, except for claims for damage caused intentionally or through gross negligence, which cannot be limited or waived before the breach of duty from which the damage may arise.

7.6. Any price discounts or agreed contractual penalties (which may be agreed in specific contracts) may be claimed up to a maximum of 1/3 of the agreed price of the performance for which the discount is claimed or to which the contractual penalty relates.

7.7. Force majeure excludes a breach of our obligations and the related penalty or damage claims. Force majeure means all unforeseeable events beyond our control (e.g. natural disasters, floods, windstorms, ice, interruption of the power or telecommunication network, cyber attack, DDoS attack, epidemic, COVID-19, state of emergency, armed conflicts including the conflict in Ukraine, terrorist attack, embargo, strikes, etc.) that we cannot overcome ourselves.

8. General provisions

8.1. All relationships between us and you are governed by the laws of the Czech Republic; the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

8.2. All disputes between us and you arising from or in connection with contractual obligations, including obligations to compensate damage caused by a breach of duty or to return unjust enrichment, will be decided by the competent court of the Czech Republic, with local jurisdiction determined by our registered office, unless the law sets exclusive jurisdiction.

8.3. The parties expressly agree that Sections 1799, 1800 and 1805(2) of the Civil Code do not apply.

8.4. Unless expressly agreed otherwise, the provisions of Part Four, Title II, Chapter 2, Division 6 of the Civil Code on the supply of digital content (Sections 2389a to 2389u) do not apply to any of our performance. We will provide updates or upgrades of the performance only if expressly agreed in the specific contract.

8.5. Claiming a contractual penalty does not affect our right to full compensation for damage.

8.6. If we are to carry out a work or provide a service for you under the contract, you shall accept the work or service even if it shows minor defects that do not prevent normal use. You will accept the work or service with or without reservations. You will always state reservations (or defects) with sufficient specificity and, if justified, we will agree on a date by which the defects will be remedied. The work or service is also deemed accepted if you refuse to accept the completed work, service or part of it (where so agreed or evident from the nature of the performance) although it has no defects for which you are not obliged to accept it. After the work or service is carried out, you undertake, at our request, to confirm its acceptance and completion by signing a written protocol no later than the 3rd working day after delivery of our request. The parties always consider such a protocol or other handover protocol to be merely evidence or confirmation of the handover, acceptance and completion of the work or service, not a substantive condition of proper handover, acceptance and completion, unless the parties expressly agree so in a specific case.

8.7. Unless we expressly state otherwise, our performance does not include handing over source or machine code, outputs in editable form and formats, or photographs in RAW format without our edits; no documentation (in particular development and user documentation) will be prepared; we are not required to use version control systems, in particular for source code management, to comment source code and other works, or to keep documentation of them. If the performance consists of creating a website or purchasing a domain, then, unless expressly agreed otherwise, the domain is always only rented to you, and likewise the website and related hosting are only rented to you as a service (SaaS). We remain the holder of the domain (domain name), unless you acquire the domain yourself and are its holder, in which case you are solely responsible for the management, renewal, payment of any fees, DNS settings, etc. of the domain you hold. No licence to the website is granted to you, since it is operated on our hosting and managed by us; you are granted the right to use the website in unchanged form (except for changes made by us) for the duration of the contract and under the conditions of these Terms or as agreed by the parties.

8.8. We prepare and hand over any documentation, manuals, comments and instructions only where expressly agreed between the parties; therefore, the absence of documentation where not expressly agreed is not a defect of our performance, and the last sentence of Section 2099(1) of the Civil Code does not apply, not even by analogy, to our performance.

8.9. In our work, performance or remedying defects, we may carry out maintenance windows and outages to the necessary extent. Maintenance windows and outages are not defects. We are not obliged to pay any increased costs, compensation for harm or sanctions for the duration of an outage or maintenance window and the restrictions they cause.

8.10. You agree that we may mention you (including your brand, business name or other designation) and the performance for you in our references and promotion, solely to showcase our work and state that we created work for you or otherwise cooperate with you.

8.11. Unless agreed otherwise in a specific case, working days are only Monday to Friday, excluding public holidays, other holidays and other days of rest defined by Act No. 245/2000 Coll., on public holidays, other holidays, significant days and days of rest, as amended, and working hours are only hours on working days from 9:00 to 17:00 Czech time.

8.12. MD, man-day or manday means one working day of one person, with a maximum of 5 hours, unless agreed otherwise.

9. Special provisions on licences and software protection

9.1. If, as part of the performance for you, we (or our employees or subcontractors) create a copyright work within the meaning of Act No. 121/2000 Coll. (the “Copyright Act”), we exercise the economic rights to the work, and you may be granted authorisation to use the work in unchanged form (a licence).

9.2. As part of the performance for you, in addition to copyright works to which we exercise the economic rights, we may also use copyright works of third parties (“third-party components”) to which we do not exercise the economic rights but for which we have a sufficient licence and, where applicable, the right to grant sublicences, or for which a licence is granted by the third party directly to you and you are entitled to use the third-party components to the agreed extent (e.g. works distributed under a public or free licence).

9.3. If we grant you a non-exclusive licence to a copyright work to which we exercise the economic rights, then, unless agreed otherwise, by carrying out the performance we grant you a non-exclusive, non-transferable licence to use the work in all manners in unchanged form for 5 years from the effective date of the contract for the given performance. The non-exclusive licence is territorially limited to the European Union (EU); quantitative limits will be agreed in the contract, otherwise they follow the purpose of the contract and customary practice.

9.4. If we grant you an exclusive licence to a copyright work to which we exercise the economic rights, then, unless agreed otherwise, by carrying out the performance we grant you an exclusive, non-transferable licence to use the work in all manners in unchanged form for 5 years from the effective date of the contract for the given performance. The exclusive licence is territorially limited to the European Union (EU); quantitative limits will be agreed in the contract, otherwise they follow the purpose of the contract and customary practice. Under an exclusive licence, we may not grant a licence or sublicence to the work to any other person within the scope of the licence granted, and we may use the work ourselves only to promote our work, in particular on our website, in advertising (print and electronic), in promotional videos, on social networks, etc.

9.5. Licence fees for licences granted to copyright works to which we exercise the economic rights are included in the price of the performance, unless we specify otherwise in a specific case and state the licence fee separately.

9.6. If the performance requires the use of a third-party component under a paid licence not included in the price of the performance, we will use such a component only with your consent, and the licence will be granted to you by the third party, not by us; we may only arrange or otherwise help you obtain such a licence. The licence fee for a third-party component is not included in the price of our performance, and the licence fee and other licence terms are set by the third party independently of us.

9.7. If a database within the meaning of Section 88 et seq. of the Copyright Act is created in the performance for you, we are the maker of the database entitled to the sui generis database right, and by carrying out the performance we grant you a non-exclusive, non-transferable licence to all manners of use of the database in unchanged form for 5 years from the effective date of the contract for the given performance. The non-exclusive licence is territorially limited to the European Union (EU); quantitative limits will be agreed in the contract, otherwise they follow the purpose of the contract and customary practice. The licence fee for this licence is included in the price of the performance, unless we specify otherwise in a specific case and state the licence fee separately.

9.8. If our performance for you consists of photography and creating photographs:

a) under both an exclusive and a non-exclusive licence, the use of the photograph (copyright work) is limited to promoting you and your products and services, unless expressly agreed otherwise;

b) if the photo shoot does not take place at our premises or in a space provided by us, you shall arrange and bear the costs of renting such a space, lighting and preparing it for photography, access to it and the right to photograph in it, including the persons present, artistic performances, objects and copyright works in or near the space;

c) you will obtain for us, in advance and free of charge, consent to capture the likeness of all persons who will appear in the photographs and consent to its reproduction and distribution under Sections 84 and 85 of the Civil Code; for persons without full legal capacity (e.g. minors), you will also obtain consent from their legal representatives (parents, guardians, etc.);

d) if any artistic performance (within the meaning of Section 67 of the Copyright Act) is to be captured in a photograph, you will obtain for us in advance from all such performers (or persons authorised for this) all authorisations to capture the artistic performance in photographs free of charge and to use it without limitation and repeatedly within the meaning of Section 71 of the Copyright Act;

e) the above consents and authorisations that you are to obtain for us or grant us directly will be unlimited in quantity, territory and time, will entitle us to use the photographs free of charge for the purpose and in the manner agreed in the contract with you, and always also to use the photographs to promote our work, in particular on our website, in advertising (print and electronic), in promotional videos, on social networks, etc.

9.9. If our performance consists of a computer program or software in the broadest possible definition (“software”), or if you gain access to software in connection with services provided to you (e.g. renting a website as SaaS), then, unless expressly stated otherwise, you may not, without our prior written consent:

a) grant a licence or sublicence to the software, assign a granted licence or other rights to the software, or make the software available other than through normal use, not even to a person forming a group with you;

b) sell, rent or lend to a third party a physical medium or hardware containing the software or parts of it;

c) distribute the software, reproduce it for distribution, distribute it or communicate it in any way to third parties, rent or lend it;

d) reverse engineer, disassemble, decompose, analyse or otherwise transform the source code of the software or its parts;

e) decompile, modify, adapt, combine with other works, translate or otherwise change the software, or individual parts of computer programs, their parts or databases contained in the software, not even to remedy defects or ensure interoperability within the meaning of Section 66 of the Copyright Act;

f) create other software derived from the software, or otherwise use the software to develop derivative software applications for use by or distribution to any third party, in whole or in part, as stand-alone products or components and by any means of distribution (including the internet and internet-based services);

g) perform or offer any kind of services directly or indirectly related to the software (including in the form of cloud computing, in particular Software as a Service), or consulting, training, assistance, modifications or development for any third party, regardless of how such services are offered and performed (including the internet and internet-based services);

h) reproduce any written materials relating to the software;

i) allow other persons to do any of the above.

9.10. If the contract does not state whether a licence is exclusive or non-exclusive, it is non-exclusive.

9.11. Without our prior written consent, you may not transfer the performance to which we have granted you any licence together with a business, grant sublicences, or assign the granted licence or partial rights under it, not even to a person forming a group with you. Without our prior written consent, you may not yourself adapt, create derivative works from, modify or otherwise change the performance to which we have granted you a licence, including changes within the meaning of Section 2375(2) of the Civil Code.

9.12. We may check your compliance with your obligations under the licences granted, and you shall provide us with all cooperation for this and allow us to carry out an audit at your premises within one week of our request; this obligation survives the end of the licence agreement for cases where we suspect an infringement of our rights.

10. Personal data protection

10.1. When negotiating and performing the contract, we process the personal data of you, if you are a natural person, and of your contact persons, in particular name, e-mail, telephone, job title, billing details and the content of our mutual communication.

10.2. We process this data to conclude and perform the contract (Art. 6(1)(b) GDPR), to comply with obligations under accounting and tax regulations (Art. 6(1)(c) GDPR) and to protect our legal claims (Art. 6(1)(f) GDPR).

10.3. We keep the data for the duration of the contractual relationship and then for the limitation periods. We keep accounting and tax documents for 10 years, as required by law.

10.4. We share the data only with processors who provide us with technical and administrative services (in particular task management, time tracking, invoicing, file storage and e-mail), and with our accounting and law firm. Further information, including the rights of data subjects, is available in our Privacy Policy at https://www.loudmark.studio/gdpr.

10.5. You undertake to inform your contact persons about the transfer of their data to us and about the content of this article.

10.6. If, in the performance, we process personal data for which you are responsible as the controller (in particular data from forms on websites we operate and host for you, data in your systems to which you give us access, or the likeness of persons in photographs and videos), clauses 10.6 to 10.13 of these Terms constitute a data processing agreement under Art. 28 GDPR.

10.7. The processing concerns personal data that you make available to us in the performance or that arise in the performance, in particular identification and contact data, the content of form messages and the likeness of persons. Data subjects are in particular your customers, visitors to your websites, your employees and other persons you designate. Processing lasts for the duration of the contract, and its sole purpose is the performance of the contract (in particular hosting, administration, modifications and content creation). We process special categories of personal data only if expressly agreed.

10.8. In processing, we:

a) process personal data only on your instructions contained in the contract and in these Terms or given in writing (e-mail is sufficient); if we believe an instruction infringes the law, we will inform you;

b) ensure that persons we authorise to process the data have committed to confidentiality, unless they are under a statutory obligation of confidentiality;

c) take appropriate technical and organisational measures under Art. 32 GDPR, in particular access control, encrypted connections and regular backups;

d) inform you of a personal data breach without undue delay and no later than 2 working days after becoming aware of it;

e) assist you in handling data subject requests and in fulfilling obligations under Art. 32 to 36 GDPR, to the extent appropriate to the nature of the processing and the information available to us; we may charge assistance beyond this scope according to our price list;

f) make available to you the information needed to demonstrate compliance with this article and allow you to carry out an audit, upon at least 14 days’ notice, during working hours and at your expense.

10.9. You give us general authorisation to engage further processors. As of the effective date of these Terms, they are Active24 s.r.o. (website and e-mail hosting), OVH (automation server), Google (cloud office services) and Dropbox (file storage), and our subcontractors involved in the performance. We will inform you in advance of any intended changes, and you may object to them within 14 days; if we do not reach agreement, you may terminate the affected contract. We will impose on further processors the same obligations that we have under this article. Personal data are transferred outside the EU only under the conditions of Chapter V GDPR.

10.10. After the contract ends, we will, at your choice, return or delete the personal data. If you do not tell us your choice within 30 days of the end of the contract, we will delete the data. We keep copies only where required by law; backups are deleted in their regular overwrite cycle.

10.11. As the controller, you are responsible for having a valid legal basis for processing the personal data and for properly informing data subjects, in particular on your websites (privacy policy, cookie consent). If we suffer harm or a sanction as a result of a breach of this obligation, you will compensate us for it.

10.12. The fee for processing personal data is included in the price of the performance.

10.13. Liability for harm arising in connection with the processing of personal data under this article, including claims for reimbursement of fines and other sanctions imposed on you by a public authority, is subject to the limitation under clause 7.5 of these Terms.

11. Effective date and amendments to the Terms

11.1. We may amend these Terms or add new provisions to them. We will send you the wording of the changes and additions, or the full wording of the amended Terms, no later than 14 days before the proposed effective date of the amendment. If you do not agree with an amendment that directly concerns you, you may for this reason terminate the affected contractual relationship with effect from the day immediately preceding the day on which the proposed amendment takes effect or, if the law grants you such a right, with the effect provided by law. If you do not terminate the contractual relationship within that period, the new wording of the Terms becomes binding for the concluded contractual relationship as an amendment to the originally agreed terms, with effect from the day stated in the relevant amendment as the effective date of the new wording.

11.2. If the rights or obligations of the parties governed by these Terms change directly as a result of a change in a legal regulation that cannot be contractually deviated from, the previous clause does not apply; you will only be informed of such changes, which may also be done by publishing the amended Terms on our website https://www.loudmark.studio/vop.

11.3. These Terms take effect on 1 November 2026 and cease to be effective on the effective date of later Terms. Previous versions of the Terms are available on our website.

11.4. These Terms are an English translation of the Czech original. In case of any discrepancy, the Czech version prevails.