Terms & Conditions

1. INTRODUCTORY PROVISIONS

1.1. Contracting Parties
These Contractual Terms govern the rights and obligations between:
Provider: METINAS s. r. o., with registered office at Kollárova 2641/15, 010 01 Žilina, Company ID: 57481814, VAT ID: 2122769297, VAT number: SK2122769297
Client: business entity or natural person – entrepreneur

1.2. Scope of Services
The Provider exclusively provides the following services to entrepreneurs: a) website and e-shop development, b) custom software solutions, c) website and information system management and maintenance, d) graphic, programming, analytical and consulting services, e) training and technical support.

1.3. Binding Nature of Terms
These Contractual Terms are an integral part of every price quotation, order or contract for work.

1.4. Written Form
Email communication between official contact addresses specified in the contract is also considered written form.

1.5. Website Usage
These Contractual Terms also apply to the use of the website metinas.com to the extent that inquiries, communication or ordering of Provider's services occur through it.

2. DEFINITIONS

2.1. Work
The result of creative, technical or maintenance activity of the Provider delivered to the Client according to the Specification.

2.2. Specification
A document or email explicitly labeled as "Approved Specification", containing an IN SCOPE section (what will be delivered) and an OUT OF SCOPE section (what is not included).

2.3. Change Request
Any Client requirement not stated in the Specification, that extends the originally agreed scope or requires additional work.

2.4. Monthly Service Package
A regularly paid maintenance, management and support program.

2.5. Work Delivery
Making the Work accessible to the Client + written notification of completion. The Work is considered delivered on the date of receipt of this notification.

2.6. Milestone
An agreed stage of project progress at which the Client pays the next portion of the price.

3. PRICES AND SCOPE OF SERVICES

3.0. General Provisions
All stated prices are exclusive of VAT. Prices apply to standard scope. The Provider reserves the right to adjust prices for clearly undervalued projects.

3.1. Web Projects
One-page website from €790. Multi-page website from €1,490. Prices include analysis, design, implementation and basic SEO. Additional functionalities (e.g., booking system, Team section) are charged from €280 (depending on scope).

3.2. E-shops
Small e-shop from €4,200 (simple data structure). Medium/large e-shop from €7,500 (complex structure). ERP system integration is variable and is not included in the base quote – it is billed separately based on individual assessment.

3.3. Custom Software Solutions
Analytical phase cost: €750 – €2,500. Hourly rate for development: €55/h. Without the analytical phase, estimates are only indicative.

4. CHANGE REQUESTS AND DEFECTS

4.1. Change Request
Change request = every requirement not stated in the Specification. Changes are charged at an hourly rate of €55/h.

4.4. Definition of Defect
A defect is a condition that causes the Work to be non-functional or contradicts the Specification.

4.7. Warranty Period
One-page: 30 days. Multi-page: 60 days. E-shops and Custom systems: 90 days (or up to 180 days by agreement). Warranty applies only to defects present at delivery.

5. MONTHLY SERVICE PACKAGES

5.1. BASIC CARE
From €39/month. Response time 5 business days. Scope: Minor adjustments up to 1 hour.

5.2. GROWTH CARE
From €99/month. Response time 48 hours. Scope: 3 hours monthly. Hour transfer possible (max 6 months).

5.3. ENTERPRISE CARE
From €490/month. Response time 12 hours. Scope: 10 hours monthly. Priority support.

6. PAYMENT TERMS

6.1. Deposit
Before work begins, the Client pays a deposit (30% - 50% depending on the model). The deposit is non-refundable except in the case of the Provider's inability to start the project.

6.4. Late Payment
If payment is delayed by more than 7 days, the Provider has the right to suspend work. If delayed by more than 30 days, the right to withdraw from the contract + a cancellation fee of 30% of the total contract value.

6.5. Third Party
A third party authorized by the Client cannot bind the Provider to payments or changes.

7. DELIVERY DEADLINES AND COMMUNICATION

7.1. Client Delay
If the Client does not provide materials on time, the deadline is automatically extended. If the Client does not provide materials within 30 days, the Provider may withdraw from the contract (cancellation fee 50%).

7.5. Communication Protocol
Official communication takes place via email. Telephone agreements must be confirmed by email within 24 hours. Client's silence for 5 days after sending a proposal is considered consent.

8. LIABILITY AND INTELLECTUAL PROPERTY

8.1. Transfer of Rights
After full payment of the price, the Provider transfers to the Client all transferable property rights to the Work.

8.1.3. Retained IP
The Provider retains ownership of general libraries, frameworks and know-how. The Client receives a license to use them within the Work.

8.5. Liability
The Provider is not liable for hosting outages, third-party API changes, cyber attacks or lost profits.

8.9. Portfolio
The Provider has the right to include the completed Work in its portfolio, unless the Client expresses disagreement.

10. TERMINATION OF COOPERATION

Termination is possible by agreement or notice. For monthly packages, a 1-month notice period applies. The Client must pay for all work in progress.

11. FINAL PROVISIONS

Legal relationships are governed by the law of the Slovak Republic. Disputes are resolved by courts in Žilina. Terms become effective upon publication.

12. PERSONAL DATA PROTECTION

Personal data processing is governed by the separate Privacy Policy document and Appendix B (DPA).

APPENDIX B - DATA PROCESSING AGREEMENT (DPA)

1. Purpose
Data processing for the purpose of delivering the Work, invoicing and support.

2. Data Categories
Client contact data and technical data from projects (IP addresses, cookies).

3. Legal Basis
Contract performance and legal obligation.

5. Sub-processors
Websupport, Google Workspace, Google Analytics and others depending on the project.

8. Data Breach
The Provider will notify of a breach within 72 hours.

10. Duration
For the duration of the Main Contract.

ADDENDUM TO TERMS AND CONDITIONS

Supplementary provisions for cooperation with external agencies and clients with their own NDA

D.1. PURPOSE AND SCOPE OF THE ADDENDUM

This Addendum supplements the Terms and Conditions of Service of METINAS s. r. o. with provisions concerning the protection of confidential information, portfolio rights, subcontractors, and communication protocols in cases where a Client or third party (e.g. an advertising agency) requires the signing of their own non-disclosure agreement (NDA) or similar document.

This Addendum forms an inseparable part of the Terms. In the event of a conflict between this Addendum and the Terms, this Addendum shall prevail.

D.2. DEFINITIONS

"External NDA" – any non-disclosure agreement, confidentiality agreement, or similar document submitted to the Provider by the Client or a third party.

"Provider's Confidential Information" – prices, margins, internal processes, source codes, libraries, technological procedures, business strategies, and the Provider's list of subcontractors and clients.

"Cloud Services" – third-party services essential for the delivery of the Work, including hosting, development tools, analytics platforms, and communication tools.

D.3. RULES FOR ACCEPTING AN EXTERNAL NDA

D.3.1. Pre-signature obligations
Prior to signing any External NDA, the Provider shall analyse its terms and identify any conflicts with these Terms. The Provider is not obligated to sign an External NDA that conflicts with its legitimate interests.

D.3.2. Unacceptable terms
The Provider refuses to sign any External NDA that includes: contractual penalties without a defined maximum cap; unlimited liability for damages without reference to the contract value; prohibition on using standard cloud services and tools necessary for the delivery of the Work; an absolute prohibition on referencing the collaboration in the Provider's portfolio; one-sided confidentiality obligations without reciprocity; unlimited duration of confidentiality without the possibility of termination.

D.3.3. Terms required by the Provider
If an External NDA does not contain the following provisions, the Provider will request their inclusion: a liability cap not exceeding 2× the total contract value; an exemption for cloud services – use of standard tools (hosting, Git, Google Workspace, analytics) shall not constitute a breach of confidentiality; right to anonymised reference – the Provider may state the project type and technologies used in its portfolio without disclosing the Client's name; reciprocity – confidentiality obligations apply equally to both parties; time limit – confidentiality shall last a maximum of 3 years after termination of cooperation, unless otherwise agreed in writing.

D.4. PORTFOLIO AND REFERENCES

D.4.1. Basic right
In accordance with Art. 8.9 of the Terms, the Provider is entitled to include completed Work in its portfolio. This right includes: displaying visual samples of the Work (screenshots, mockups) on the Provider's website and social media; stating the project type, technologies used, and scope of work; use in presentations for prospective clients.

D.4.2. Restriction under an External NDA
If an External NDA prohibits disclosure of the collaboration, the Provider is entitled to a minimum anonymised reference right, covering: project type (e.g. 'E-commerce for a fashion industry client'); technologies used and scope of work; without naming the Client, agency, or end-client.
The Client may refuse even the anonymised reference in writing; however, in such case the Provider is entitled to include a surcharge of 10% of the total contract value as compensation for lost marketing value.

D.5. SUBCONTRACTORS AND CLOUD SERVICES

D.5.1. Standard tools
The Provider standardly uses the following categories of third-party tools and services for the delivery of the Work: hosting and server infrastructure (e.g. Websupport, Vercel, AWS, DigitalOcean); development tools and repositories (e.g. GitHub, GitLab, Bitbucket); communication and collaboration tools (e.g. Google Workspace, Slack, Notion); analytics and monitoring tools (e.g. Google Analytics, Sentry, Hotjar); AI tools for assisted development and testing (e.g. GitHub Copilot, Claude, ChatGPT); design tools (e.g. Figma, Adobe Creative Cloud).

D.5.2. Data protection in cloud services
The Provider undertakes to: use only services with an adequate level of security (minimum: encryption in transit); not provide third parties with access to the Client's production data without prior consent; provide the Client, upon request, with a list of specific services used on the project; delete the Client's data from its own systems within 30 days of termination of cooperation, unless retention is required by law.

D.5.3. Cloud services exemption from confidentiality
The use of standard cloud services listed in section D.5.1 shall not constitute a breach of confidentiality under any External NDA, provided the conditions of section D.5.2 are met. If an External NDA expressly prohibits the use of a specific category of tools, the Provider will notify the Client before signing and propose an alternative solution.

D.6. LIABILITY AND LIMITS

D.6.1. Liability cap
The Provider's total liability for damages caused by a breach of confidentiality is limited to the higher of: 2× the total invoiced amount for the relevant project, but not exceeding €5,000. This cap does not apply to intentional breaches of confidentiality.

D.6.2. Exclusions from liability
The Provider shall not be liable for: data breaches caused by failure of third-party cloud services (provided section D.5.2 was observed); loss or leakage of data caused by the Client's or their employees' actions; damage caused by force majeure (cyber attack, natural disaster, infrastructure outage); indirect damages, loss of profit, or reputational damage.

D.6.3. Liability for agency clients' damages
Where the Provider cooperates with an agency that has its own clients, the Provider's liability applies exclusively to the direct contractual relationship with the agency. The Provider bears no direct liability towards the agency's end-clients with whom it has no contractual relationship.

D.7. COMMUNICATION PROTOCOL AND SILENCE

D.7.1. Clarification of the silence rule
Supplementing Art. 7.5 of the Terms, the following is clarified: the 'silence = consent' rule does not apply to: delivery of the Work or its parts (explicit acceptance is required); changes to the scope of an NDA or confidentiality of information; changes to price or scope exceeding 20% of the original value; waiver of any rights of the Client or the Provider. Explicit written consent (email or signature) is required for all of the above.

D.7.2. Confidentiality classification
If an External NDA contains a 'when in doubt = confidential' rule, the Provider is entitled to request a written classification of specific information from the Client within 5 business days. If the Client fails to provide the classification, the Provider will treat the information as confidential but bears no liability for any unintentional breach caused by unclear classification.

D.8. RECIPROCITY OF CONFIDENTIALITY

If the Provider signs an External NDA, it requires confidentiality to be mutual. The Client and/or agency undertake to: not disclose the Provider's prices, business terms, or internal processes; not use the Provider's source code, libraries, or technological know-how for other projects without written consent; not share the Provider's materials, documentation, or know-how with third parties, including other suppliers; protect the Provider's confidential information to the same standard as their own.

D.9. DURATION OF CONFIDENTIALITY

Unless otherwise specified in an External NDA, the following default periods apply:
Trade secrets (prices, margins, strategies): 3 years from termination of cooperation
Technical information (code, architecture): 3 years from termination of cooperation
Personal data (GDPR): in accordance with applicable legislation
General project information: 2 years from termination of cooperation
Publicly available information: no restriction (not confidential)

D.10. BREACH PROCEDURE

D.10.1. Notification obligation
In case of suspected breach of confidentiality, each party is obligated to notify the other party in writing within 72 hours of discovering the incident. The notification must include: a description of the incident and affected information; the estimated extent of the leak or misuse; measures taken to prevent further harm; proposed corrective measures.

D.10.2. Cooperation in resolution
Both parties undertake to cooperate in resolving the incident and minimising the damage caused. Before imposing any sanctions or claiming damages, the aggrieved party must: issue a written notice to the breaching party requesting remediation; allow a period of 14 days for remediation; only then pursue damages in accordance with section D.6.

D.11. SPECIAL PROVISIONS FOR AGENCY COOPERATION

Where the Client is an advertising or marketing agency, the following additional provisions apply: the Provider cooperates exclusively with the agency, not directly with its end-clients, unless otherwise agreed in writing; any requests from the end-client must be communicated exclusively through the agency; the agency is responsible for obtaining all necessary consents from its clients (e.g. for use of materials, logos, content) before providing them to the Provider; the Provider bears no liability for damages arising from incorrect or incomplete materials provided by the agency; in the event of termination of cooperation between the agency and its end-client, the obligations between the Provider and the agency remain in force.

D.12. FINAL PROVISIONS OF THE ADDENDUM

This Addendum takes effect on 20 March 2026. The Addendum may only be amended in writing. Legal relationships not covered by this Addendum are governed by the Terms and the applicable laws of the Slovak Republic.