AGB

Article 1: Introduction

1.1 The company Ryvenia s.r.o. with its registered office at Dolné Plachtince 69, 991 24 Dolné Plachtince, ID No.: 514 444 02, registered in the Commercial Register of the District Court of Banská Bystrica, Section Sro, Insert No. 33700/S (hereinafter referred to as „Ryvenia“) issues the following General Terms and Conditions for the provision of services (hereinafter referred to as „GTC“ or „Conditions“). The GTC regulates the legal relations between Ryvenia and third parties as its clients regarding the provision of services by Ryvenia. The GTC is an integral part of the contractual relationship between Ryvenia and its client or the client of its authorized contractual partner. 

1.2 The GTC are binding for all contracting parties, i.e. the parties to the contractual relationship and are based on generally binding legal regulations in force in the Slovak Republic, such as the Commercial Code, the Civil Code and international treaties or agreements and customs.

Article 2: Definition of terms

2.1 Services means in particular the following services and works provided or performed by Ryvenia for the Customer on the basis of the Customer’s order:

– creation of designs, implementation, maintenance, upgrades and updates of Websites,
– web hosting services with the provision of additional services,
– support services,
– marketing services,
– programming services.

The scope and type of Services is precisely defined in the Contract and/or the Order.

2.2 Product means the specific result of the Service provided in relation to a specific Customer, in particular a website or presentation, computer program or application. The specification of the Product is set out in the Contract.

2.3 Customer means the client of Ryvenia or the client of its authorised contractual partner to whom Ryvenia has undertaken to provide the Services on the basis of the Contract.

2.4 Order means a written order for the Services drawn up by the Customer and accepted by Ryvenia, which shall be in the form and content specified by Ryvenia.

2.5 The Contract is a contract for the provision of works and services or any similar contractual relationship between Ryvenia and the Customer, concluded in writing, on the basis of which Ryvenia provides the Services to the Customer; an integral part of the Contract, if the Contract does not provide otherwise, are the GTC.

2.6 Parties means Ryvenia and the Customer jointly, Contracting Party means either of them.

2.7 Commercial Code means Act No. 513/1991 Coll., the Commercial Code of Slovak Republic, as amended.

2.8 Civil Code means Act No. 40/1964 Coll., the Civil Code of Slovak Republic, as amended.

2.9 Price List means the price list of Ryvenia’s Products and Services.

Article 3: Rights and Obligations of the Parties

3.1 Unless otherwise stated in the Agreement, Ryvenia is not entitled to provide and redistribute the Product or the materials received from the Customer in the provision of the Services or for the creation of the Product.

3.2 Ryvenia undertakes to provide the Services and to carry out the work on the Product in accordance with the agreed time schedule properly and to the required quality.

3.3 The Customer undertakes to supply Ryvenia with documents for the provision of the Services and the performance of work on the Product in the format and according to the
time schedule agreed in the Contract and/or the Order and to provide Ryvenia with the necessary assistance.

3.4 The Customer undertakes to pay Ryvenia the agreed price for the Services provided and/or the Product created.

Article 4: Duration of the Contract, Termination of the Contract

4.1 The Contract is concluded for an indefinite period of time with effect from the date of its signing by the authorized representatives of both Parties, unless otherwise specified
in the Contract. 

4.2 The contract can be terminated:

4.2.1 By written agreement of the Parties;

4.2.2 By written notice of termination given by either of the Parties, with three months‘ notice commencing on the first day of the next calendar month following receipt of the written notice. During the period of notice, the Parties undertake to ensure continuous performance under the Contract, unless otherwise agreed;

4.2.3 Withdrawal from the Contract by either Party if the other Party breaches its obligations under the Contract in a significant way.

4.2.4 Withdrawal by Ryvenia in the event of non-participation of the Customer in the project, in particular in the event of failure to provide the necessary documents, feedback or other input required for the full performance and completion of the obligations, at least 1 month after the Customer has been notified of the lack of participation by Ryvenia. In this case, the Customer shall be obliged to pay 70% of the agreed amount and the project shall be terminated without delivery.

4.2.5 Failure by the Customer to pay its obligations for more than 2 months (invoice or pre-invoice more than 60 days overdue) shall entitle Ryvenia to withdraw from the contract and demand 100% payment of all obligations and invoice 100% of the agreed amount for the entire (even future) period. *The project will be terminated early if, for example, it is an annual contract with immediate invoicing of the remaining months.

4.3 Written notice of termination or written notice of withdrawal from the Contract shall be delivered to the other Contracting Party at its address specified in the Contract, or at
such other address of that Contracting Party as that Contracting Party shall notify in writing to the other Contracting Party.

Article 5: Price for Services and Products

5.1 The price for the Services and/or Product is determined by agreement in accordance with Act No. 18/1996 Coll. on prices, as amended. The exact amount of the price is specified in the Contract. In the case of recurring performance and at the hourly price specified in the Contract, the invoice shall be accompanied by a summary of the work performed during the billing period.

5.2 Unless expressly stated otherwise, all prices in the Contract, the Order, the Annexes and the Price List are exclusive of VAT.

5.3 A change to the Price List shall have no effect on Orders previously received, unless otherwise specified therein.

Article 6: Payment terms

6.1 The Customer undertakes to pay Ryvenia the agreed prices on the basis of invoices issued by Ryvenia no later than 14 days from the date of receipt.

6.2 In the event of delay by the Customer in payment of the invoiced amount, Ryvenia shall be entitled to require the Customer to pay default interest at the rate of 0.05% of the amount due for each day of delay, and in the event of a delay exceeding 30 days, Ryvenia shall be entitled to temporarily suspend further provision of the Services or performance of the works until payment of the invoiced amount, in which case all agreed dates for the completion and delivery of the works shall be postponed as appropriate.

6.3 Unless otherwise specified in the Contract and the time schedule for the provision of the Services or performance of work on the Product does not exceed one month, Ryvenia shall issue an invoice for the agreed price after the provision of the Services or after acceptance of the created Product by the Customer.

6.4 Unless otherwise specified in the Contract and the timetable for the provision of the Services or performance of work on the Product exceeds one month, the total amount under the Contract shall be divided into two parts in the proportion of 50% and 50%. The first part of 50% of the total amount shall be divided pro rata over the entire period of provision of the Services or performance of the work on the Product according to the schedule and Ryvenia shall issue invoices on a monthly basis with the amounts corresponding to the share of the work performed for that month in the total work. Ryvenia shall invoice for the remaining 50% of the total amount upon acceptance of the Product by the Customer. In the event that the Customer fails to provide comments on the handed over Work within 10 working days, the Contractor may invoice the remaining amount.

Article 7: Handover, complaints

7.1 Ryvenia shall provide the Services or deliver the Product to the Customer at the time, place and in the form specified in the Contract.

7.2 The Customer shall deliver to Ryvenia the necessary documents for the provision of the Services or performance of work on the Product at the time, place and in the form specified in the Contract and/or the Order. If the documents do not comply with the specification or are delivered after the deadline specified in the Contract and/or the Order, Ryvenia shall be entitled to postpone the deadline for the provision of the Services or delivery of the Product accordingly.

7.3 The Customer and Ryvenia shall draw up a separate acceptance report on the handover of the Product, which shall form an annex to the last invoice issued on the basis of the Order in question.

7.4 Ryvenia undertakes to modify or repair the delivered Product according to the Customer’s requirements set out in the specification of works and services. If the Product does not meet the Customer’s specification even after modification or repair, or is not delivered on the agreed date due to reasons on the part of Ryvenia, except in cases of force majeure on the part of Ryvenia, the Customer shall have the right to cancel the individual Order, or to take over the Product and to claim a discount on the price commensurate with the delay in the delivery of the Product.

7.5 In the event of a technical failure that prevents Ryvenia from providing the Services or delivering the Product to the Customer at the agreed time, the Services or the Product shall be delivered by mutual agreement in an alternative manner at the expense of the Party whose technical failure has occurred.

Article 8: Liability for damages, guarantees

8.1 Liability for damages is governed by the relevant provisions of the Commercial Code.

8.2 Ryvenia warrants the functionality of the Product. Defects in the Product which do not conform to the Specification set out in the Contract and/or the Order, discovered within 12 months after delivery, shall be promptly rectified by Ryvenia at its own expense. Unless otherwise stated in the Contract, no further warranty shall be given in respect of the Product. The risk arising from the use of the Product shall be borne by the Customer, who shall also be liable for any infringement of copyright, industrial property rights and other rights of third parties, if such infringement has occurred as a result of the use by the Customer of the materials provided to Ryvenia by the Customer.

8.3 In no event shall Ryvenia be liable for any special, incidental or consequential damages of any kind (including, but not limited to, damages for loss of business profits, business interruption, loss of business information or any financial loss) arising out of the use of or inability to use the Product, even if Ryvenia has been advised of the possibility of such damages.

Article 9: General provisions

9.1 The Parties undertake to resolve any disputes that arise between the Parties preferably by mutual negotiation with a view to resolving the dispute by agreement. In the event that the Parties are unable to reach an agreement on the subject matter of the dispute, either Party shall be entitled to apply to a court of competent jurisdiction in the Slovak Republic to resolve the dispute.

9.2 All notices and other acts, including legal acts, required by the Contract or applicable law to be given or to be given in writing shall be served on the other Party personally or by registered post at the last known address of that Party. The Parties agree that if the addressee refuses to take delivery of the parcel or if the parcel is returned to the sender as undelivered, the parcel shall be deemed to have been delivered on the second day following the day on which it was dispatched.

Article 10: Final provisions

10.1 In the event that any provisions of these Terms and Conditions become invalid, ineffective or unenforceable in whole or in part, the validity and effectiveness of the remaining provisions shall not be affected. The provisions of the relevant legislation shall apply in place of the invalid, ineffective or unenforceable provisions.

10.2 Ryvenia reserves the right to amend and supplement these Terms and Conditions, whereby it shall promptly inform its clients about the changes by publishing the changes on the website www.ryvenia.sk with an indication of the date from which the changes shall come into effect.

10.3 The Terms shall come into effect no earlier than 5 days after the date of their publication pursuant to clause 10.2 of these Terms.

10.4 The derogating provisions of the Contract shall prevail over these Terms. These Conditions or any part of them may be excluded only by written agreement of the parties to the Contract.

These Terms and Conditions shall take effect on 1.12.2024