Effective from the date of publication. The Czech version is binding; this English version is a translation.
1. Introduction
1.1 These General Terms and Conditions ("Terms") govern the relationship between Universal Smart Solutions s.r.o., Company ID 01442023, VAT ID CZ01442023, registered office Drahelčická 166, 252 18 Úhonice, Czech Republic, registered in the Commercial Register kept by the Municipal Court in Prague, file C 206764 ("Provider"), and its customers ("Client") in providing the services listed on uss.plus, in particular web and mobile application development, automation and AI solutions, penetration testing, IT consulting and operation of online applications ("Services").
1.2 These Terms form part of every contract, order or accepted offer referring to them ("Contract"). Deviating provisions of the Contract prevail. The Client’s own terms do not apply unless accepted by the Provider in writing.
1.3 The Services are provided exclusively to businesses and legal entities acting within their business or professional activity. The Client confirms that it is not a consumer.
1.4 The Provider’s own products (e.g. AutoOffice, classroom.now) are governed by their specific terms published on their websites; these Terms apply to them only subsidiarily.
2. Conclusion of the Contract
2.1 The Contract is concluded by signing a contract, by written (incl. e-mail) acceptance of the Provider’s offer, or by the Provider’s confirmation of the Client’s order. Offers are valid for 30 days unless stated otherwise.
2.2 Scope, deadlines and price are set by the Contract. Changes of scope are agreed in writing (e-mail suffices), including their impact on price and schedule.
2.3 For the Provider’s online applications, the Contract may also be concluded by registering or signing in (including with a Google account) and accepting these Terms.
3. Price and Payment
3.1 The price is set by the Contract; otherwise the Provider’s current price list or an hourly rate communicated in advance applies. VAT is added at the statutory rate.
3.2 Invoices are issued electronically and are payable within 14 days of issue unless agreed otherwise. Payment is made when credited to the Provider’s account.
3.3 If the Client is more than 15 days late with payment, the Provider may, after prior notice, suspend performance until payment; deadlines are extended accordingly. Statutory late-payment interest applies.
4. Client Cooperation
4.1 The Client provides materials, access, information and decisions in time. Delays in cooperation extend the Provider’s deadlines accordingly.
4.2 The Client warrants that it holds the necessary rights to materials, data and systems it makes available to the Provider.
5. Delivery and Acceptance
5.1 The Client tests the deliverables and within 10 business days either accepts them or notifies specific defects preventing use in writing. Silence within this period or productive use constitutes acceptance.
5.2 Minor defects not preventing use are not grounds for refusing acceptance; the Provider fixes them within a reasonable time.
5.3 Defects notified within 6 months after acceptance and caused by the Provider’s breach are fixed free of charge. This does not cover defects caused by the Client or third parties, changes of environment, or third-party software.
6. Intellectual Property
6.1 Upon full payment, the Client obtains a non-exclusive, worldwide, perpetual licence to deliverables created for it, for all uses needed for the purpose of the Contract, including the right to modify them or have them modified by a third party. An exclusive licence or transfer of rights must be agreed expressly in the Contract.
6.2 The Provider retains rights to its pre-existing tools, libraries, know-how and generic components and may continue to use them. Where included in a deliverable, they are licensed under clause 6.1.
6.3 Third-party and open-source components are governed by their own licences.
6.4 For the Provider’s online applications, the Client obtains a non-exclusive, non-transferable licence for the term of the Contract. The Client may not copy, reverse engineer, make available to third parties or scrape the applications unless the Contract expressly permits it.
7. Client Data and Artificial Intelligence
7.1 Data entered by or created for the Client remains the Client’s. The Provider uses it only to perform the Contract. After termination, the Provider will on request enable export in a common machine-readable format and then delete the data unless the law requires otherwise.
7.2 Where the Provider processes personal data on the Client’s behalf, the parties conclude a data processing agreement under Art. 28 GDPR. Processing where the Provider is controller is described in the Privacy Policy at uss.plus.
7.3 The Provider may use AI tools. AI systems that interact with people or generate content are labelled in accordance with Regulation (EU) 2024/1689 (AI Act). AI outputs may contain inaccuracies; the Client is responsible for reviewing them before relying on them in decisions affecting third parties.
8. Penetration Testing and Security Services
8.1 Penetration tests are performed only under the Client’s written authorisation defining target systems, scope, methods and time window. The Client confirms it is entitled to give such authorisation and secures consent of third-party operators (e.g. hosting) where affected.
8.2 Tests may temporarily affect availability or performance. The Provider acts with professional care within the agreed scope; the Client ensures current backups of tested systems.
8.3 Findings are confidential and disclosed only to the Client.
9. Confidentiality
9.1 Each party keeps the other party’s confidential information secret and uses it only to perform the Contract, for 5 years after termination; security information and credentials without time limit.
9.2 This does not apply to information that is public without breach, was demonstrably known before, or must be disclosed by law or a public authority.
9.3 The Provider may name the Client as a reference (name and logo) unless the Client objects.
10. Liability
10.1 The Provider’s total liability in connection with the Contract is limited to the price paid by the Client under the Contract in the 12 months preceding the event giving rise to the damage.
10.2 The Provider is not liable for lost profit, lost revenue, loss of data or indirect or consequential damage unless caused intentionally or by gross negligence. The Client shall back up its data regularly.
10.3 The limitations do not apply to damage caused intentionally or by gross negligence, to harm to natural rights of persons, or where the law does not permit limitation (Section 2898 of the Czech Civil Code).
10.4 The Provider is not liable for outages caused by circumstances beyond its control, in particular failures of third-party services, internet connectivity, or cyber attacks that could not be prevented by state-of-the-art measures.
11. Term and Termination
11.1 A contract for one-off performance ends upon completion and payment. A contract for an indefinite period (e.g. support, application operation) may be terminated by either party without cause with 2 months’ notice unless a shorter period is agreed.
11.2 A party may withdraw from the Contract if the other party materially breaches it and fails to remedy the breach within 14 days of written notice.
11.3 Upon termination the Client pays for performance delivered until that date. Provisions on confidentiality, IP, liability and Client data survive.
12. Changes to the Terms
12.1 The Provider may reasonably amend these Terms for important reasons (e.g. changes in law, services or technology). The new version is published on uss.plus and notified by e-mail to Clients with ongoing contracts at least 30 days before it takes effect. The Client may reject the change and terminate the Contract for that reason with notice ending no later than the effective date.
12.2 One-off contracts are governed by the version in effect when concluded.
13. Final Provisions
13.1 The Contract and these Terms are governed by Czech law, in particular Act No. 89/2012 Coll., the Civil Code. Sections 1799 and 1800 of the Civil Code on adhesion contracts are excluded.
13.2 Disputes are decided by the competent court of the Czech Republic according to the Provider’s registered office.
13.3 The Client may not assign rights under the Contract without the Provider’s prior written consent.
13.4 If any provision is invalid, the remaining provisions remain unaffected; the parties will replace it with a provision closest in purpose.
13.5 Contact: info@uss.plus, Drahelčická 166, 252 18 Úhonice, Czech Republic.