Terms and Conditions

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TERMS AND CONDITIONS

1. ACCEPTANCE OF THE TERMS

1.1. Please read these Terms and Conditions, the Privacy Policy available at https://justrelax.tech, and all other documents referred to herein (collectively, the “Terms “) carefully before you use the Services. When we sign the order or when you click to agree to the Terms and Conditions when this option is made available to you, you conclude an agreement on provision of the Services (the “Agreement”). Agreement is concluded between you as the customer (the “Customer”) and DAMIJO LIMITED, ID no.: 10509806, with its registered office at 2 Church Street, Burnham, Buckinghamshire, United Kingdom, SL1 7HZ, providing services under Just Relax tech (the “Supplier”). 

2. PROVISION OF SERVICES a

2.1. Place. Unless the parties agree otherwise in writing, the place of provision of the services shall be Supplier's registered office or other location designated by the Supplier, in which case the Supplier's personnel shall provide services by remote access or send their service outputs to the Customer remotely. If the service is not to be provided at the location as per the previous sentence, the Customer will pay compensation for travel and accommodation costs for the provision of the services to the extent documented, unless the parties agree in writing in advance on a different amount of compensation;

2.2. Instructions, Cooperation. If the Customer insists on the provision of the service using the documents submitted by the Customer or in accordance with Customer's instruction, the Supplier has the right to require the Customer to do so in writing. Customer is responsible for the truthfulness, accuracy and legality of the documents submitted by the Customer (in particular photographs, graphics) and for the fact that no third-party right is attached to the submitted documents which would prevent their use for the purpose of providing the service. To the extent necessary to provide the services, the Customer must ensure the availability of personnel who have sufficient knowledge of Customer's requirements; allow remote access to the Customer's systems by the Supplier; and provide the Supplier, on request and without undue delay, with any and all cooperation necessary for the performance of the Supplier's rights and obligations in connection with the Agreement.

2.3. Obstacles. Failure of the Customer to provide cooperation shall constitute an obstacle to the performance of the Agreement on the part of the Customer, which shall entitle the Supplier to suspend performance of the Agreement. The duration of the obstacle to the performance will be calculated from the first day on which the obstacle occurred until the moment when the Customer informs the Supplier of the removal of the obstacle. The deadlines for the Supplier's performance of its obligations shall be extended by the duration of the obstacle and the time necessary to restore continuity of performance vis-à-vis the Customer. Should the Customer's delay last longer than 30 days, the Supplier may terminate the individual agreement in question with immediate effect.

2.4. Suspension. Except as required by law or the Agreement, the Supplier may suspend the provision of the services, without any consequences, if the Supplier receives an order from a court or public authority directing the Supplier to do so; the Customer fails to pay the amount billed by the Supplier when due or otherwise fails to comply with the Agreement; or an event of force majeure occurs. If the force majeure event and the associated suspension of services lasts for more than 30 days, the parties undertake to enter into negotiations to amend the individual agreement. If agreement on a new scope of individual agreement is not reached even within 30 days of the commencement of negotiations, either party may terminate the Agreement without notice.

2.5. Acceptance. Unless the parties agree otherwise, the Supplier shall handover deliverables as follows. Analyses, documentation, and other written documents the delivery of which has been expressly agreed by the parties will be by sent by e-mail in MS Excel or Word. Software code shall be uploaded to a server or repository designated by the Supplier, and by sending the Customer access information to test the software. Unless otherwise agreed, the provision of services is subject to continuous inspection by the Customer. Within 3 days of the sending of each individual service deliverable, the Customer may check whether the service has been provided correctly. Within the same period, Customer must report any defects. Customer shall accept the service deliverables with or without reservations. The service is properly provided as soon as any of the following occurs:

a) the Customer signs the acceptance protocol;

b) the expiry of 3 days period after the delivery of the agreed deliverables, provided that the Customer has not reported within that period any defects; or

c) the Customer starts to use the deliverable for other purpose than for testing purposes.

2.6. Extra work. If the Customer requests the provision of services that are not specified in the Agreement (for example, consultancy beyond the agreed hours), this shall constitute a request for extra work. Upon receipt of such a request, the Supplier will propose conditions (including but not limited to deadlines, price, cooperation requirements, etc.) under which the extra work will be performed. Negotiations about extra work will not affect the Customer's obligation to accept the handover of the provided service outputs, unless the parties agree otherwise. If the Customer requests extra work but does not agree on a price for the provision of such work, the Supplier may suspend the provision of the services until the parties agree on a further course of action. If the Customer agrees to the extra work, the Customer shall pay the Supplier the price for the extra work in retrospect for the previous month after the extra work has been provided, according to the actual scope of the extra work provided in the month in question, on the basis of an invoice issued by the Supplier.

3. PRICE AND PAYMENT TERMS

3.1. Payment terms. The price and payment terms will always be agreed between the parties in the individual Agreement. The following models may be used:

3.2. Hourly rate. Unless otherwise agreed, any time and workload estimated are non-binding. The price shall be calculated as the product of the agreed rate and the actual amount of man-hours (i.e. 1 man-hour of one Supplier's worker) or man-days (MD, i.e. 8 man-hours of one Supplier's worker) of services provided. Unless otherwise agreed by the parties, the price will be paid monthly in retrospect on the basis of an invoice issued by the Supplier and sent together with the statement pursuant to paragraph 3.2. 

3.3. Prepaid Hours. The parties will agree on a certain number of service hours for which the Supplier's capacity is guaranteed to the Customer. Customer shall pay the Supplier the price of the prepaid hours in advance on the basis of an invoice issued before the start of the period for which the capacity is guaranteed. Prepaid hours which are not used within one specific period will not be carried forward to subsequent periods but are forfeited without refund. In the event of termination of the Agreement, the price for the unused hours will not be refunded. If the Customer exceeds the agreed capacity in any specific period, the Customer shall pay the Supplier the price in excess of the prepaid hours on an hourly basis, in retrospect for the previous month on the basis of an invoice issued by the Supplier and sent together with the statement pursuant to paragraph 3.2;

a) Fixed price. Fixed price includes prices negotiated at a fixed amount. Unless otherwise agreed by the parties, the entire fixed price is payable prior to commencement of services.

b) Advance payment. Unless otherwise agreed, the Supplier may issue an advance payment invoice payable prior to commencement of the services provision.

3.4. Statements. Supplier will send to the Customer by the 10th day of each month a statement of costs incurred, and services provided in the previous month. If the Supplier receives written objections to the content of the statement within 5 days of sending it, it may, at its discretion, modify it and send it again to the Customer. The Customer may approve the statement by confirming that it is in order or by failing to send the Supplier any objections to its content within the above time limit. 

3.5. Taxes. All prices are exclusive of VAT, which the Supplier shall charge in accordance with the law and the Customer agrees to pay in excess of the prices quoted. All payments shall be made by the Customer without any deduction or charge in respect of taxes, duties or bank charges. Should the Customer be required to make any such deduction or charge, it shall pay to the Supplier any additional amounts necessary to receive the full (net) amount shown on the Supplier's invoice which the Supplier would have received without deduction and charge. In the event that the Supplier becomes obliged to pay such deductions or charges, the Customer shall reimburse the Supplier on the basis of an invoice issued by the Supplier. Supplier provides services to the Customer through a personal service company (PSC), and therefore, is not subject to employment taxes under the UK's IR35 legislation.

3.6. Invoices. Invoices will be due 14 days from issuance and will be sent electronically to the Customer's contact email address. Customer shall pay the price by bank transfer to the Supplier's account identified on the invoice, using any payment identifiers specified therein. If there is a dispute between the parties, for example regarding payment for extra works, the Customer shall pay the full undisputed part of the price, regardless of the status or nature of the dispute. Payment obligations are not affected by force majeure events. In the event that the Customer is in default with the payment of any amount due:

a) the Supplier shall be entitled to payment of a contractual penalty for late payment in the amount of 0.05% of the amount due for each commenced day that it is overdue; and

b) the time limits for the Supplier's performance of its obligations shall be extended by the period of the default and the Supplier shall not be liable for any loss which may be incurred by the Customer or others as a result.

3.7. Inflation. If the subject of the service is a regular or recurring performance agreed for a period longer than 1 year, and in the case of price list services, the agreed price shall be automatically increased each year on 1st of January or another date determined by the Supplier by the inflation rate expressed by the increase in the average annual consumer price index for the previous calendar year announced by the Czech Statistical Office. If the Czech Statistical Office ceases to publish this index, the index that replaces it or comes closest to it shall be used. The increase will be rounded up to the nearest whole ten crowns. The Supplier shall be entitled to invoice the amount of the increase together with the price or by means of a separate tax document.

4. LICENSE

4.1. License. If the Supplier creates a copyrighted work for the Customer in the performance of its obligations under the individual agreement, and unless the parties agree otherwise, the Supplier grants the Customer a non-exclusive license to use the copyrighted work in all ways, for the duration of the proprietary rights, without quantitative or territorial limitation. The Customer may transfer the license to third parties (assign) and grant sublicenses (i.e. allow third parties, such as its clients, to use the software). The Customer may modify and change the copyright work, add to it, combine it with other software, create derivative works based on it and translate the copyright work into other programming languages. The Supplier shall grant the license at the time of full payment of the price for the provision of services in the respective sprint, or in the respective month if the service is not provided in the sprints in which the copyright work was created.

4.2. Supplier's standard software. The Supplier may incorporate into the outputs of the services provided items, such as software components, that was created by the Supplier independently of work for the Customer and the Supplier uses in other projects. The Supplier shall identify such items in the code, for example, by the comment "Non-exclusive license" or by prefixing the entire repository folder " Non-exclusive license". The Supplier grants the Customer a license to such marked items to the extent provided in paragraph 4.1, except that this is a non-exclusive license and the Customer is not entitled to use the items in a manner that could be competitive with the Supplier. The Customer may not create derivative works based on the Items and redistribute them. If the Customer passes the source code for these items to a third party, the Customer shall bind the third party with a contractual arrangement that protects the Supplier at least as well as this Agreement.

4.3. Third Party Items. Supplier may incorporate libraries and other third-party items, including those licensed under open-source licenses, into the outputs of the services. In such case, the Supplier does not grant the Customer a license under Section 4.1 and it should be used only in a manner the license terms of the specific item allow to. In addition, the Supplier may incorporate into the outputs items that third-party AI tools (e.g., text editing and review services, code completion, graphics or video generation) assist the Supplier in creating or reviewing. As a result of the use of AI, these items may not be copyrighted. In such cases, the Supplier provides the output to the Customer without a copyright license, which the Customer expressly agrees to. The Supplier shall provide the Customer with a list of the open-source and other third-party items used in the outputs and their licensing terms upon request.

5. NON-DISCLOSURE

5.1. Confidential information. In the performance of the Agreement, either party (as the providing party) may disclose its confidential information to the other party (as the receiving party). Confidential information is any non-public information of a commercial, financial, technical, operational or manufacturing nature, including trade secrets, and other non-public information that the receiving party should consider confidential by reason of its content or the manner in which it is disclosed. This includes, in particular, information on business plans, know-how, pricing, access data and passwords. Confidential information is not information that is or becomes publicly known or available other than by the acts or omissions of the receiving party or was in the possession of the receiving party prior to the date of the Agreement.

5.2. Non-disclosure. The receiving party agrees to maintain the confidentiality of the confidential information of the providing party. Confidential information of the providing party may be used by the receiving party only in accordance with the Agreement for the purpose of its performance. Unless necessary for the performance of the Agreement, the receiving party shall not disclose, communicate to others or otherwise use the confidential information of the providing party. Confidential information may be disclosed by the receiving party only to its employees or collaborators and only to the extent necessary for the performance of its obligations under the Agreement, provided, however, that the receiving party binds them to confidentiality at least to the extent that it is itself bound to confidentiality by the Agreement. However, the receiving party shall be liable for any breach of confidentiality caused by persons to whom it discloses confidential information as if it had breached the confidentiality itself. 

5.3. Exceptions. The obligation of confidentiality does not apply to information that is generally available to the public at the time of disclosure to the receiving party, provided that it has not become generally available in connection with a breach of the Agreement or that was known to the receiving party without restriction before it received it from the providing party. Furthermore, the obligation of confidentiality shall not apply where the obligation to disclose the other party's confidential information arises from a legal provision or a decision of a public authority. Even in such a case, the obligation to disclose or publish confidential information shall continue only to the minimum extent necessary. Should it be necessary to disclose any confidential information to a third party (e.g. a court or an authority), the receiving party must inform the providing party in writing in advance.

5.4. Duration. The obligation of confidentiality shall continue for the duration of the trade secret and, with respect to other confidential information, for the duration of the Agreement and for 5 years thereafter, unless the providing party discloses the specific confidential information earlier. At the request of the providing party, the receiving party shall return or destroy any copies of confidential information that it is not required to retain in accordance with the law.

6. WARRANTIES AND LIABILITY

6.1. Third-party services. Supplier is not responsible for defects in third-party products and services, such as third-party materials, documents, data, products, services or software. The application of defects or claims in relation to third party products and services shall be governed by the terms and conditions of their supplier. The Supplier will forward any claims of third-party products and services to their supplier for resolution. The Customer acknowledges that the Supplier is bound by the supplier's decision of how to resolve the claim and will not be able to influence or be responsible for it. The Customer undertakes to provide the necessary cooperation to resolve the complaint. 

6.2. Rights from defective performance. Bugs are normal part of the provision of services. Supplier will invoice for the work of removing them as normal service provision within the agreed scope. The Customer is obliged to point out any defects within the inspection period or the warranty period if a warranty has been agreed. The Supplier shall not be liable for defects pointed out later and the rights arising from defects pointed out after the expiry of the time periods according to the previous sentence ceases to exist. Defects confirmed by the Supplier shall be resolved by the Supplier by correcting them or by supplying an alternative procedure in which they do not manifest themselves (workaround) within the agreed time period.

6.3. Customer's Liability. Customer warrants to the Supplier that the items submitted by the Customer for incorporation into the outputs and the data made available for the provision of the services are legal, that the Customer is entitled to provide them to the Supplier and that their use and processing by the Supplier for the purpose of providing the services will not infringe the rights of third parties, in particular intellectual property rights, privacy rights or obligations under law. The Customer is obliged to inform the persons whose personal and other data it transfers to the Supplier for the purpose of providing the services of such transfer of data to the Supplier as a processor, or to obtain consent to such transfer of personal data, if necessary. Furthermore, the Customer shall be responsible for the use of the software provided by the Supplier, any act or omission of the user of the software shall be deemed to be an act or omission on the part of the Customer.

6.4. Indemnification. Customer is obliged and does promise to indemnify and hold the Supplier harmless from and against all claims and damages, including lost profits, penalties, fines and costs (including legal costs), arising out of any breach of warranty under the preceding paragraph or in connection with facts which, in case of their truthfulness, would constitute a breach of any representation or obligation of the Customer. The Supplier accepts the indemnity promise. To the fullest extent permissible under the Czech law, the obligations under this paragraph shall survive termination of the Agreement.

6.5. Limitation of Liability. To the maximum extent permitted by law, neither the Supplier nor its affiliates shall be liable for lost profits, inability to use the service output or delay in providing it. The Supplier's and its affiliates' obligation to indemnify the Customer or its affiliates arising out of or relating to all individual agreements shall be limited in the total to an amount equal to 100% of the price paid by the Customer to the Supplier under all individual agreements in the 12-month period preceding the event giving rise to the claim for damages. The Customer expressly waives its right to compensation to the extent that it exceeds this amount.

6.6. Exclusivity. This Article 6 governs all liability of the Supplier for damages and defects in the services and outputs. The Customer expressly waives any rights not set forth herein and agrees to the limitation of liability set forth above. The payment of any contractual penalty shall be without prejudice to the right of the entitled party to full compensation for damages caused by the breach of duty. 

7. DURATION AND TERMINATION OF THE AGREEMENT

7.1. Termination. Without prejudice to any other rights under the law or agreed by the parties:

a) either party may terminate the Agreement without giving cause with a 3 months' notice period. The notice period shall commence on the first day of the calendar month following the delivery of written notice to the other party;

b) either party may withdraw from the Agreement if the other party materially breaches the Agreement and is unable to remedy such breach or fails to remedy it even within an additional reasonable period of 30 days given by the other party by written notice;

c) either party may terminate the Agreement with immediate effect if the other party becomes bankrupt or threatened with bankruptcy within the meaning of the legislation in force at the date of termination, files for insolvency proceedings against its person (debtor's petition) or enters into liquidation; and

d) the Supplier may terminate the Agreement with immediate effect if the Customer fails to pay any amount when due and such default continues for more than 15 days or if the Customer breaches any other obligation under the Agreement.

7.2. Consequences. Termination of the Agreement shall be without prejudice to the provisions of the Agreement relating to limitation of liability or other provisions and claims which by their nature are intended to survive termination of the Agreement. Further, termination for any reason shall not affect the Customer's obligation to pay the price and all other amounts billed. The Customer is not entitled to a refund in the event of early termination of the Agreement.

8. FINAL PROVISIONS

8.1. Entire Agreement. Agreement constitutes parties sole and entire agreement with respect to its subject matter and supersedes all prior and contemporaneous agreements, with respect to such subject matter. In the event of a conflict between the documents constituting the Agreement, the documents shall apply in the following order: (i) Order, (ii), Terms and Conditions, (ii) remaining documents in order of their appearance in the Terms.

8.2. Governing Law and Submission to Jurisdiction. All legal relations related to the Agreement shall be governed by the Czech law. Disputes shall be resolved by the parties amicably. If they fail to reach an amicable settlement, disputes shall be adjudicated by the general courts having subject matter and local jurisdiction according to the Supplier's registered office.

8.3. Force Majeure. The parties shall consider any unforeseen circumstances beyond their reasonable control, including but not limited to natural disasters, embargoes, strikes (including planned strikes), war, epidemics and cyber-attacks (such as DDoS), to be a force majeure event. If a default occurs due to a force majeure event, it shall not constitute a material breach of the Agreement.

8.4. Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, parties shall negotiate in good faith to modify the Agreement so as to effect the original intent to the greatest extent possible.

8.5. Assignment and offsets. Without the prior written consent of the Supplier, the Customer shall not set off against the Supplier any claim, right or demand under the Agreement or assign any claim against the Customer to a third party, however, the Supplier may assign the Agreement as a whole to its affiliate without the prior written consent of the Customer.

8.6. Marketing. The Supplier may place the Customer's business name, logo, trademark or any other trade name on its website in the references section and use it as a reference in its offers, and on social media, as well as use it in project case studies created by the Supplier for individual projects.

8.7. Amendment. Supplier may revise and update the Terms from time to time in its sole discretion. All changes are effective on the indicated date and apply to all access to and use of the Services thereafter. Changes in the terms of service will be notified to the Customer by email or by an announcement in the Service. If the Customer does not agree to a change, the Customer may terminate the Agreement effective on 30 days’ notice, which shall commence on the first day of the calendar month following the delivery of the written notice, provided that the notice must be delivered to the Provider prior to the effective date of the change. In the event of notice under this section, the then current terms of service shall apply for the duration of the notice period. Continued use of the Service following the date of effectiveness of the change means that the Customer accepts and agrees to the changes. Customer is expected to check the Terms from time to time so it is aware of any changes, as they are binding on the Customer.

8.8. Notices. The requirement of written form is met if the electronic text with a simple electronic signature is delivered to the e-mail address of the other party, or by other electronic means agreed by the parties.