Public Agreement (Offer) for the Provision of Services

1.1

This document is an official offer (public offer) by Individual Entrepreneur Dmytrenko Sofiia Dmytrivna (Taxpayer ID: 3770706565), hereinafter — the "Contractor", to enter into an agreement for the provision of IT services (hereinafter — the "Agreement") with any capable individual or legal entity, hereinafter — the "Client", on the terms set out below.

1.2

This Agreement is concluded on the basis of a public offer within the meaning of Section 1732(2) of Act No. 89/2012 Coll., the Civil Code of the Czech Republic, and constitutes general terms and conditions within the meaning of Section 1751 thereof; in relation to consumers it is also governed by Act No. 634/1992 Coll., on Consumer Protection. Its terms are the same for all Clients.

1.3

Acceptance (full and unconditional acceptance of the terms of the Offer) is deemed to occur when the Client performs any of the following actions:

• Payment for the Contractor's services (including via deferred payment or instalments through the payment partners Comgate, GoPay or Twisto);
• Signing of the Technical Specification or its approval via email correspondence (to info@prometeylabs.com or via the Contractor's official messengers).

1.4

From the moment of Acceptance, the Client confirms that they have read and agree to all the terms of this Offer, as well as the Privacy Policy, Refund Policy and other policies published on the prometeylabs.com website.

3.1

The Contractor undertakes to provide the Client with the Services, and the Client undertakes to provide the necessary materials and to accept and pay for these Services.

3.2

The specific list, scope, cost and timeframe for the provision of services are agreed by the Parties in the TS, the Invoice, or directly via email correspondence.

3.3

Services that are not directly and unambiguously defined in the TS are not the subject of this Agreement. Their performance is considered an additional service and is paid for separately.

3.4

The subject matter of the Agreement does not include providing the Client with a domain, hosting/server, or paid third-party services, unless expressly stated otherwise in the TS.

4.1

Before work begins, the Client must provide all necessary text and graphic information, access (if required) and corporate requirements.

4.2

If the Client delays providing the necessary information for more than 14 (fourteen) calendar days, the Contractor has the right to unilaterally change the timeframe for the work or terminate this Agreement, in which case the prepayment made is not refunded and is retained by the Contractor as compensation for the time, resources and forced downtime actually incurred.

4.3 Acceptance procedure and revisions (Revision rounds):

• 4.3.1. The Parties agree to no more than 2 (two) revision rounds within the basic cost of the services. The third and subsequent rounds are paid for separately.
• 4.3.2. After being given access to a test version of the resource or a mockup, the Client must submit a single consolidated list of comments within 3 (three) business days. Once submitted, the current revision round is closed. Additions to the list are not permitted.
• 4.3.3. Format of revisions: Revisions are accepted only in text form via email or messenger. Audio messages are not accepted for review.
• 4.3.4. Prohibition on subjective revisions: The Contractor does not accept abstract comments (e.g., "make it prettier", "play with the fonts", "make it more stylish"). All revisions must be technically or visually substantiated and must not contradict the TS. A lack of clear vision on the Client's part is not grounds for refusing to acknowledge the services as rendered.

4.4

Automatic acceptance: If the Client does not provide a consolidated list of deficiencies within 3 (three) business days, the current revision round is deemed to have been skipped, and the Services at this stage are deemed accepted without comment and subject to payment in full.

5.1

The cost of services is fixed in the issued Invoice, TS, or the relevant Addendum, and may be calculated in Euro or Czech koruna (paid in the equivalent at the commercial exchange rate on the day of payment).

5.2 Instalment payment / payment gateway:

• 5.2.1. If the Parties have agreed to pay for the services through the Comgate or GoPay payment gateway, or via Twisto “Buy now, pay later”, the Client undertakes to successfully complete the transaction within 3 business days from the date the TS/Invoice is agreed/issued.
• 5.2.2. The Client's payment obligations are deemed fully discharged upon confirmation of the transaction by the payment provider and crediting of the full amount to the Contractor's account. Any further instalments are settled by the Client directly with the BNPL provider (Twisto), if that method was chosen.
• 5.2.3. In such a case the Contractor shall start work no later than 3 business days after the full amount is credited and all materials from the Client have been received.

5.3

Standard payment: Made in the form of 100% prepayment or by splitting payments (e.g., 50/50), fixed individually. Access to the administrative panel, servers or source code is provided to the Client only after 100% payment.

5.4

Any advance payments are final. A refund is possible only in the event of a complete absence of any results of the work due exclusively to the Contractor's fault (governed in detail by the Refund Policy).

6.1

The Client must not transfer keys, passwords and access credentials to third parties until the project has been fully delivered.

6.2

Protection from toxic communication: In the event the Client violates the ethics of business communication (profanity, insults, threats, blackmail through refund demands), the Contractor has the unconditional right to unilaterally and immediately terminate this Agreement. In such a case, amounts already paid are not refunded and are retained by the Contractor as compensation for work actually performed and losses caused by such conduct.

6.3

The Contractor has the right to engage third parties (subcontractors) to perform the work without notifying the Client.

7.1

Property intellectual property rights to the created object (code, design) transfer to the Client only after 100% payment for the cost of services.

7.2

The Contractor retains the right to use the created product in its own portfolio (unless otherwise provided for by a Non-Disclosure Agreement — NDA).

7.3

Basic algorithms, frameworks and code snippets that are standard solutions of the Contractor remain its property; the Client receives a non-exclusive licence to use them within the scope of the developed resource.

8.1

The Contractor provides warranty support for a period of 1 (one) year from the date of full payment and transfer of access. The warranty covers exclusively the fixing of technical bugs caused by the Contractor's fault.

8.2

The warranty is void, and the Contractor is not liable for the operability of the product, in the event of: interference by the Client or third parties in the source code; changes to hosting settings; updates to third-party APIs, payment systems or modules that are beyond the Contractor's control.

8.3

The Contractor is not responsible for the informational content posted by the Client on the developed resource.

9.1

The Parties are released from liability for breach of the terms of the Agreement due to force majeure circumstances (war, hostilities, blackouts, mass power or communication outages, natural disasters, etc.).

9.2

In the event of force majeure, the timeframe for the performance of work is automatically extended for the duration of its effect.

10.1

This Agreement and all relations arising from it are governed by the law of the Czech Republic. All disputes are primarily resolved through negotiation. If no agreement is reached, the courts of the Czech Republic have jurisdiction. If the Client is a consumer, they are entitled to out-of-court settlement of the consumer dispute through the Czech Trade Inspection Authority (Česká obchodní inspekce, Central Inspectorate – ADR Department, Štěpánská 567/15, 120 00 Prague 2, www.coi.cz, adr.coi.cz) or through the European Commission Online Dispute Resolution platform (ec.europa.eu/consumers/odr). The choice of Czech law does not deprive the consumer of the protection afforded by the mandatory provisions of the law of the country of their habitual residence.

10.2

The Parties unconditionally recognise the legal validity of email correspondence (info@prometeylabs.com and messengers linked to the Parties' contact phone numbers) for agreeing on the TS, revisions, mockups and acceptance of work.

10.3

The Contractor has the right to unilaterally amend the terms of this Offer by publishing a new version on the website.

11.1

If the Client is a consumer within the meaning of EU consumer protection law and resides in the European Union, the Client generally has the right to withdraw from this distance/off-premises contract within 14 calendar days without giving any reason, in accordance with Directive 2011/83/EU on consumer rights and Section 1829 et seq. of Act No. 89/2012 Coll., the Civil Code (hereinafter the "Civil Code").

11.2

However, in accordance with Section 1837 of the Civil Code (and the corresponding Art. 16 of Directive 2011/83/EU), the right of withdrawal does not apply where:

• Section 1837(a) of the Civil Code / Art. 16(a): the performance of the service has begun with the Client's prior express consent and acknowledgement that they will lose their right of withdrawal once the Contractor has fully performed the contract; or
• Section 1837(d) of the Civil Code / Art. 16(c): the contract concerns the supply of goods or services made to the Client's specifications or clearly personalised — which is inherently the case for the individual software, website or application development services provided under this Offer.

11.3

Before performance of the service begins, the Contractor informs the Client of the loss of the right of withdrawal under the circumstances described in clause 11.2. By expressly confirming, prior to the commencement of work (in particular, via the corresponding checkbox on the payment page or in written/email confirmation), that they request the Contractor to begin performance before the expiry of the 14-day withdrawal period and that they acknowledge the resulting loss of the right of withdrawal, the Client waives this right within the limits permitted by Section 1837(a) and (d) of the Civil Code and Art. 16(a) and 16(c) of Directive 2011/83/EU. A confirmation of this acknowledgement is also included in the payment confirmation sent to the Client (Section 1824a of the Civil Code).

• Individual Entrepreneur: Dmytrenko Sofiia Dmytrivna
• Tax ID: 3770706565
• Registered address: Poltava region, Myrhorod, Kvashi St., bldg. 2
• Commercial contact (CZ/EU): Prague, Czech Republic
• Email: info@prometeylabs.com
• Phone: +380639520565