Terms of Service

1. Scope

We provide our services exclusively to businesses and legal entities acting in the course of their business or professional activity ("client"). Contractual relationships are governed by the Slovak Commercial Code (Act No. 513/1991 Coll.) even where it would not otherwise apply (Section 262 of the Commercial Code).

We do not enter into contracts with consumers under these Terms. If you are interested in our services as a consumer, contact us and we will agree separate terms in line with consumer protection law.

2. Formation and scope of a contract

A contract is formed when our proposal is confirmed in writing (email suffices) or a contract is signed. The proposal or contract sets out the scope, deliverables, schedule and price (the "brief"). Sending the contact form or an initial consultation does not create a contract.

If the brief and these Terms differ, the brief prevails.

3. Cooperation

• noclue delivers the services in the brief with professional care and keeps the client informed of progress.
• The client provides the materials, access and information needed in good time and is responsible for holding the necessary rights to materials it supplies (texts, photographs, logos and the like).
• Both parties name a contact person authorised to review deliverables and give approvals. If the client is late with its cooperation, noclue's deadlines are extended accordingly.

4. Changes to scope

Any extension or material change of scope must be agreed in writing (email suffices) and may change deadlines and price. We will not start work outside the brief until the client confirms it.

5. Delivery and acceptance

We deliver as set out in the brief, for example on a staging address or by deployment. The client reviews the deliverable and within 10 business days accepts it in writing or lists specific defects. If the client does not respond within that period, or starts using the deliverable in production, it is deemed accepted.

6. Price and payment

• The price and payment schedule are set out in the brief. We may ask for an advance payment before work begins.
• noclue is currently not registered for VAT. Should it become registered, VAT will be added to prices as required by law.
• Invoices are due within 15 days of issue unless the brief states otherwise.
• For late payment we may charge default interest of 0.05% of the amount due for each day of delay and suspend further work until payment. Other claims under the Commercial Code remain unaffected.

7. Intellectual property and licence

Deliverables created for the client may be works of authorship, including computer programs, under Slovak Act No. 185/2015 Coll. (the Copyright Act). Upon full payment of the price, noclue grants the client a licence to use the deliverables created for it in all manners of use, without limitation in scope or territory, for the entire term of the economic rights, including the right to modify, adapt and combine them with other works and to grant sublicences to third parties (for example another supplier for maintenance). The licence is non-exclusive unless an exclusive licence is agreed in the brief. The licence fee is included in the price.

Until the price is paid in full, the client may use the deliverables only for testing and review.

The licence does not cover noclue's pre-existing tools, libraries, templates and know-how; the client may use these only as part of the delivered work. Third-party software, fonts, photographs and services are subject to their providers' licence terms.

8. References

Unless the brief states otherwise, noclue may show the client's business name and logo and samples of publicly available deliverables in its portfolio and references. We never publish confidential information.

9. Confidentiality

Both parties protect confidential information shared during the engagement and use it only to perform the contract. Confidentiality lasts for three years after the engagement ends unless the brief states otherwise, and does not apply to information that is public or that a party must disclose by law.

10. Personal data

We process the personal data of the client and its contact persons under our Privacy Policy. Where we process personal data of the client's customers, employees or other persons on its behalf (for example when hosting or administering a system or database), we will conclude a data processing agreement under Art. 28 GDPR in which the client is the controller and noclue the processor.

11. Liability for defects

We are liable for defects in deliverables under the provisions of the Slovak Commercial Code on contracts for work (Section 560 et seq.). The client notifies defects in writing without undue delay after discovering them. We remedy justified defects free of charge within a reasonable time.

We are not liable for defects caused by interventions of the client or third parties, by incorrect or incomplete materials from the client, by outages or changes of third-party services, or by changes in the environment (such as browsers or third-party interfaces) after delivery.

12. Damages

The parties are liable for damage under Section 373 et seq. of the Commercial Code. Taking into account the nature and scope of the contract, the parties declare in accordance with Section 379 of the Commercial Code that the total foreseeable damage that may arise from a breach of noclue's obligations does not exceed the price under the relevant brief. This does not apply to damage caused intentionally or by gross negligence.

13. Termination

• Either party may withdraw from the contract for a material breach that the other party fails to remedy within 14 days of written notice.
• The client may terminate the contract without giving reasons with 14 days' notice, running from delivery of written notice. Payment for work performed and costs incurred until termination remains due.
• Provisions on confidentiality, licence, damages and dispute resolution survive termination.

14. Governing law and disputes

Contractual relationships are governed by the law of the Slovak Republic, in particular the Commercial Code. The parties will try to resolve disputes by negotiation; failing that, the dispute will be decided by the competent court of the Slovak Republic.

15. Changes to these Terms

We publish changes to these Terms on this page with a new effective date. Contracts concluded before a change are governed by the version in force when they were concluded, unless the parties agree otherwise in writing.

16. Contact

Questions about these Terms can be sent to [email protected].