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 the Provider's services occur through it.

1.6. Relationship to the Provider's Copyright Arrangements
Works delivered by the Provider (in particular UI/UX design, custom code, graphic design) may partly be the result of the creative activity of individuals, the Provider's partners, who have granted the Provider a license to use them under an author's license agreement. The Provider ensures that it holds a sufficient scope of rights from its authors to allow it to fulfil its obligations towards the Client under Art. 8 of these Terms.

1.7. Baseline Confidentiality
Regardless of whether a separate non-disclosure agreement (NDA) exists between the parties under the Addendum to these Terms, both parties undertake to keep confidential any confidential information of the other party obtained in connection with the cooperation (in particular business, pricing, technical and personal data) and not to disclose it to a third party without the other party's written consent, except as required by law. This baseline confidentiality obligation lasts for the duration of the cooperation and for 2 years thereafter; more detailed or different rules may be set out in the Addendum under Art. D.2 et seq.

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). A price quotation accepted by the Client is considered a Specification for the purposes of these Terms.

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

2.4. Post-Delivery Support
Services related to the management, maintenance and further development of the Work after its delivery, provided under a separate agreement pursuant to Art. 5.

2.5. Work Delivery
Making the Work accessible to the Client plus written notification of completion. The Work is considered delivered on the date of the Client's explicit written acceptance. The silence rule under Art. 7.4 does not apply to acceptance of the Work.

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

3. PRICE AND SCOPE OF SERVICES

3.1. Individual Pricing
The price of each project is determined individually in the form of a price quotation (Quote), which reflects the specific scope, complexity, technologies and integrations used in the given project. Prices stated in any promotional or informational materials of the Provider (including the website) are indicative only and do not constitute a binding offer. Only the price stated in a specific accepted Quote is binding.

3.2. Scope
A Quote always contains a clearly defined scope of work ("included" and "not included" sections). The scope defined in an accepted Quote is binding for both parties.

3.3. VAT
All prices in a Quote are exclusive of VAT unless explicitly stated otherwise.

3.4. Repricing in Case of a Clearly Undervalued Scope
If it becomes apparent during implementation that the actual scope of work substantially exceeds the scope described in the Quote for reasons the Provider could not have foreseen when preparing the Quote, the procedure under Art. 4 (Change Request) shall apply.

4. CHANGE REQUESTS AND DEFECTS

4.1. Change Request
Change Request = any requirement not stated in the Specification. Changes are charged at the hourly rate stated in the Quote for the given project.

4.2. Procedure for Changes
Before carrying out any change outside the agreed scope, the Provider shall inform the Client in advance of the anticipated time and financial impact. Work on the change shall not begin without the Client's written approval. The silence rule under Art. 7.4 does not apply if the approved change would increase the price by more than 20% of the original Quote value.

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

4.4. Warranty Period
The warranty period is set out in the Quote for the specific type of project (typically 30 to 180 days depending on scope and complexity). The warranty applies only to defects present at delivery.

5. POST-DELIVERY PROJECT SUPPORT

5.1. Separate Agreement
Support, maintenance and further development of the Work after its delivery are not part of the implementation Quote and are provided under a separate service agreement, whose scope, form (e.g., a flat fee and/or hourly rate) and price are agreed individually depending on the nature and scope of the specific project.

5.2. Work Beyond the Scope of the Agreement
Any work exceeding the scope of the service agreement shall be estimated in advance and invoiced upon the Client's written approval, at the hourly rate agreed in the relevant service agreement.

5.3. Notice Period
For service agreements of indefinite duration, a notice period of 1 month applies unless the parties agree otherwise. The Client must pay for all work in progress as of the date of termination.

6. PAYMENT TERMS

6.1. Deposit and Milestones
The payment method (deposit amount, any interim milestone payments) is determined individually in the Quote for the given project. The paid deposit is always credited against the price of work actually performed; in the event of early termination of the project for any reason, settlement and refund of the unused portion of the deposit is governed by Art. 7.2. An exception applies where the Client cancels the project before work has begun for reasons on its own side – in that case the Provider may retain from the deposit an amount corresponding to demonstrably incurred costs associated with reserving capacity for the given project, but not more than the amount of the paid deposit; the remainder of the deposit will be refunded to the Client.

6.2. Invoice Due Date
An invoice is due within 14 days of its delivery to the Client, unless the Quote provides otherwise.

6.3. 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 Provider has the right to withdraw from the contract; the cancellation fee represents the value of the work actually performed and not yet invoiced as of the date of withdrawal.

6.4. Third Party
A third party authorized by the Client cannot bind the Provider to payments or changes without the Provider's written confirmation.

7. DELIVERY DEADLINES AND COMMUNICATION

7.1. Client Delay
If the Client does not provide materials on time, the deadline is automatically extended by the corresponding time. If the Client does not provide materials within 30 days of the request, the Provider may withdraw from the contract; settlement is governed by Art. 7.2.

7.2. Settlement upon Early Termination
If a project is terminated before completion (for any reason), settlement is always carried out according to the work actually performed as of the date of termination, not according to the payment phase. Any unused portion of an already paid deposit will be refunded to the Client within 14 days of the written termination of cooperation.

7.3. Communication Protocol
Official communication takes place via email. Telephone agreements must be confirmed by email within 24 hours.

7.4. The Silence Rule and Its Limits
The Client's silence for 5 business days after a proposal is sent is considered consent to routine operational communication (e.g., confirming a meeting date, minor technical questions).
The rule "silence equals consent" never applies to:
a) delivery of the Work or its parts (explicit acceptance is required, Art. 2.5),
b) a change to the price or scope of work exceeding 20% of the original Quote value (Art. 4.2),
c) the waiver of any rights of the Client or the Provider,
d) changes concerning the confidentiality of information or the scope of an NDA (see also the Addendum, Art. D.7).
Explicit written consent (email or signature) is always required for these areas.

8. LIABILITY AND INTELLECTUAL PROPERTY

8.1. Grant of License to the Client
After full payment of the price, the Provider grants the Client an exclusive license to use the Work to an unlimited extent (in particular as to territory, time and manner of use) necessary for the proper use of the Work for the agreed purpose. To the extent that the Work includes a copyrighted work created by the Provider's partners under an author's license agreement pursuant to Art. 1.6, this license is granted as a sublicense within the scope of the rights the Provider has acquired from its authors.

8.1.1. Representation of Entitlement
The Provider represents that, at the time the license under Art. 8.1 is granted, it holds the necessary scope of rights from all persons involved in creating the Work (including its own partner-authors) enabling it to grant this license to the Client.

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

8.2. Provider's Liability: General Cap
The Provider's total liability for damage arising from a breach of obligations under these Terms or the relevant Quote is (except in cases of intentional conduct or gross negligence) limited to the total invoiced price of the relevant project.

8.3. Exclusion of Liability
The Provider is not liable for hosting outages, changes to third-party APIs, cyberattacks, or lost profit, except where these were directly caused by the Provider's own culpable conduct.

8.4. Portfolio
The Provider has the right to include the completed Work in its portfolio (including visual samples and a description of the scope of work), unless the Client expresses written disagreement prior to publication.

9. TERMINATION OF COOPERATION

Termination is possible by agreement or notice. For service agreements under Art. 5, a notice period of 1 month applies. The Client must pay for all work in progress.

10. FINAL PROVISIONS

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

11. 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
Contact details of the Client and its customers (to the extent necessary for project implementation), technical data from projects (IP addresses, cookies, logs).

3. Legal Basis
Contract performance and legal obligation.

4. Retention Period
Personal data is retained for the duration of the contractual relationship and thereafter for the period required by applicable legal regulations (e.g., accounting and tax legislation); after this period it is deleted or anonymized.

5. Security Measures
The Provider adopts appropriate technical and organizational measures corresponding to the nature of the data processed, in particular encryption of transmission, management of access rights and regular updating of the systems used.

6. Sub-processors
Websupport, Google Workspace, Google Analytics and other sub-processors depending on the specific project; the Provider will provide the list of sub-processors for the given project to the Client upon request.

7. Client's Rights
The Client has the right to obtain, upon request, information about the specific sub-processors processing data within its project and about the security measures adopted.

8. Data Breach
The Provider will notify the Client of a personal data breach without undue delay, no later than within 72 hours of becoming aware of it.

9. Duration
For the duration of the Main Agreement and thereafter in accordance with Art. 4 of this Appendix.

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 the communication protocol in cases where a Client or third party (e.g., an advertising agency) requires the signing of its 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, except for the provisions of Art. 7.4 of the basic Terms (limits of the silence rule), which apply equally to all clients regardless of the existence of an External NDA.

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 code, 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, in particular hosting, development tools, analytics platforms, and communication tools.

D.3. RULES FOR ACCEPTING AN EXTERNAL NDA

D.3.1. Pre-Signature Obligations
Before signing any External NDA, the Provider will 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 an External NDA that includes: contractual penalties without a defined maximum cap; unlimited liability for damages unrelated to the contract value; a prohibition on using standard cloud services and tools necessary for delivering the Work; an absolute prohibition on referencing the collaboration in the Provider's portfolio; one-sided confidentiality obligations without reciprocity; an unlimited duration of confidentiality without the possibility of termination.

D.3.3. Terms the Provider Requires to Be Added
If an External NDA does not contain the following points, the Provider will request that they be added: a liability cap of no more than 2 times the total contract value; an exemption for cloud services; the right to an anonymized reference; reciprocity of confidentiality; a time limit on confidentiality (max. 3 years from termination of cooperation, unless the parties agree otherwise in writing).

D.4. PORTFOLIO AND REFERENCES

D.4.1. Basic Right
In accordance with Art. 8.4 of the Terms, the Provider has the right to include completed Work in its portfolio.

D.4.2. Restriction Under an External NDA
If an External NDA prohibits disclosure of the collaboration, the Provider is entitled to, at minimum, an anonymized reference right (project type, technologies used and scope of work, without naming the Client). The Client may also refuse the anonymized reference in writing; in that case the Provider will not exercise this right.

D.5. SUBCONTRACTORS AND CLOUD SERVICES

D.5.1. Standard Tools
In delivering the Work, the Provider standardly uses: 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; not give third parties access to the Client's production data without its prior consent; provide the Client, upon request, with a list of the 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. Confidentiality Exemption for Tools
The use of the standard cloud services listed in section D.5.1 shall not be considered a breach of confidentiality under any External NDA, provided the conditions in section D.5.2 are met.

D.6. LIABILITY AND LIMITS IN CASE OF BREACH OF CONFIDENTIALITY

D.6.1. Liability Cap
Unless the parties agree otherwise in writing in the specific Quote or External NDA, the Provider's total liability for damage caused by a breach of confidentiality is limited to a maximum of 2 times the total invoiced amount for the relevant project, but not more than €5,000. This cap does not apply to intentional breaches of confidentiality and is separate from the general liability cap under Art. 8.2 of the basic Terms (it applies specifically to damage from a breach of confidentiality, not to ordinary contractual damage).

D.6.2. Exclusions from Liability
The Provider is not liable for: data leaks caused by the failure of third-party cloud services (provided section D.5.2 was complied with); loss or leakage of data caused by the conduct of the Client or its employees; damage caused by force majeure; indirect damage, lost profit, or reputational damage.

D.6.3. Liability for Damage to an Agency's Clients
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.

D.7. COMMUNICATION PROTOCOL AND SILENCE

D.7.1. Relationship to Art. 7.4 of the Basic Terms
The limits of the "silence equals consent" rule set out in Art. 7.4 of the basic Terms apply without exception even in the case of an External NDA. This Addendum supplements them with the following specific situations.

D.7.2. Classification of Confidentiality
Where an External NDA contains a "when in doubt, treat as confidential" rule, the Provider has the right to ask the Client for a written classification of specific information within 5 business days. If the Client does not 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 pass on the Provider's materials, documentation or know-how to third parties; protect the Provider's confidential information to the same standard as their own.

D.9. DURATION OF CONFIDENTIALITY

Unless an External NDA provides otherwise, 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 obliged to notify the other party in writing within 72 hours of discovering the incident, including a description of the incident, the estimated extent, measures taken, and a proposal for remedy.

D.10.2. Cooperation in Resolving the Matter
Before imposing any sanctions or claiming damages, the aggrieved party must give the breaching party written notice to remedy the breach and allow a period of 14 days to do so; only afterwards may it claim damages under D.6.

D.11. SPECIAL PROVISIONS FOR AGENCY COOPERATION

If the Client is an advertising or marketing agency: the Provider cooperates exclusively with the agency, not directly with its end-clients, unless otherwise agreed in writing; requests from the end-client must be communicated exclusively through the agency; the agency is responsible for obtaining all necessary consents from its clients before providing them to the Provider; the Provider bears no liability for damage arising from incorrect or incomplete materials supplied by the agency; upon 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 July 16, 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.