General Terms for Software Development Services

These General Terms for Software Development Services (the Terms) govern business-to-business software development services supplied by Bonitoo s.r.o. to a customer identified in an applicable Statement of Work.

1. Supplier and B2B scope

The supplier is Bonitoo s.r.o., Company ID 05927854, Tax ID CZ05927854, with its registered office at Sudoměřská 1921/5, Žižkov, 130 00 Prague 3, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague under file No. C 272515 (Bonitoo).

The Terms apply solely to customers acting in the course of their business or profession. They do not apply to consumers. The intended commercial region is the European Union, the European Economic Area, the United Kingdom and Switzerland.

2. Contract formation and contract documents

2.1 A binding engagement is formed only when the parties sign or otherwise expressly accept a Statement of Work (SOW) that identifies the services, deliverables, fees and applicable version of these Terms. A proposal is not binding unless incorporated into the SOW.

2.2 For larger or more complex engagements, the parties may sign a separate Master Services Agreement (MSA). An MSA prevails over these Terms. A SOW may override these Terms only where it expressly identifies the provision being varied. A SOW may override an MSA only where it expressly identifies the MSA provision being varied and is signed by authorised representatives of both parties. A data processing agreement (DPA) prevails for matters concerning the processing of personal data.

2.3 Neither party is obliged to enter into a SOW. Each accepted SOW is a separate engagement governed by the contract documents identified in it.

3. Services, cooperation and changes

3.1 Bonitoo will perform the services with professional care and skill in accordance with the applicable SOW.

3.2 The customer will provide timely access to information, systems, personnel, decisions and materials reasonably required for delivery. Bonitoo is not responsible for delay or additional cost caused by incomplete, inaccurate or late customer inputs. The schedule and fees will be adjusted to reflect such customer delay.

3.3 A change to scope, assumptions, deliverables, acceptance criteria, schedule or fees requires a written Change Request accepted by both parties. Bonitoo is not required to begin changed work before the Change Request is accepted.

4. Fees, invoicing and payment

4.1 The SOW defines the fees, currency, billing model, milestones, expenses and other commercial terms. Unless stated otherwise, fees exclude VAT and other applicable taxes.

4.2 Invoices are payable within 30 calendar days after the invoice date. The customer must notify Bonitoo of a good-faith invoice dispute without undue delay and pay all undisputed amounts when due.

4.3 Bonitoo may charge statutory default interest and recover legally permitted collection costs. If an undisputed amount remains overdue, Bonitoo may suspend affected services after giving at least ten business days' written notice. Suspension does not extend the customer's payment obligations.

4.4 Payment must be made to the account stated on the invoice. A change of bank account is effective only after verification through a previously known Bonitoo contact.

5. Delivery and acceptance

5.1 The SOW will define deliverables and objective acceptance criteria. The customer has 30 calendar days after delivery to test a deliverable and either provide explicit written acceptance or a reasoned written rejection.

5.2 A rejection must identify reproducible material non-conformities against the agreed acceptance criteria. Minor defects that do not materially prevent the intended use of the deliverable are not grounds for rejecting the whole deliverable and will be recorded for correction.

5.3 Bonitoo will correct verified material non-conformities and resubmit the deliverable for acceptance. A request that changes or extends the agreed scope is a Change Request, not a defect.

5.4 Silence does not constitute acceptance. A failure to accept or provide a reasoned rejection within the review period constitutes customer delay. Bonitoo may suspend dependent work after written notice, and the schedule and fees will be adjusted for the effects of the delay.

5.5 A defect means a material failure of a deliverable to conform to the SOW, its specifications or acceptance criteria. A defect does not include an issue caused by customer or third-party modification, use contrary to documentation, unsupported infrastructure, inaccurate customer data or instructions, or the failure of a third-party service outside Bonitoo's control.

5.6 Support, maintenance, service levels and any additional warranty period apply only if stated in the SOW.

6. Customer materials

The customer retains ownership of materials, data and intellectual property it provides. The customer grants Bonitoo a non-exclusive licence to use them only as necessary to perform the applicable SOW and represents that it has the rights required to do so.

7. Deliverable intellectual property

7.1 Project Deliverables are the bespoke source code, documentation and other materials expressly identified as deliverables in the SOW and created specifically for the customer.

7.2 Subject to full payment of all amounts due under the applicable SOW, Bonitoo assigns to the customer all transferable economic rights in the Project Deliverables. To the extent a right cannot legally be assigned, Bonitoo grants the customer an exclusive, perpetual, irrevocable, worldwide, transferable, sublicensable and royalty-free licence to use, reproduce, modify, distribute and otherwise exploit the Project Deliverables for any lawful business purpose.

7.3 Until full payment, the customer receives only a temporary, non-exclusive licence to evaluate the Project Deliverables for acceptance.

8. Bonitoo materials and know-how

8.1 Bonitoo retains all rights in pre-existing and generally reusable libraries, frameworks, tools, templates, methods, components, improvements, skills and know-how (Bonitoo Materials), whether developed before or during an engagement. General ideas, techniques and experience retained in unaided memory are also not transferred.

8.2 After full payment, Bonitoo grants the customer a perpetual, irrevocable, worldwide, non-exclusive and royalty-free licence to use, execute, reproduce and modify Bonitoo Materials embedded in a Project Deliverable to the extent necessary to use, maintain and develop that Project Deliverable. The customer may permit its affiliates, hosting providers, contractors and successors to exercise those rights for the same purpose.

9. Open-source and third-party materials

9.1 Bonitoo may use open-source and third-party components appropriate for the intended use of the deliverable. Such components are not transferred under Section 7 and remain governed by their original licence terms.

9.2 Bonitoo will preserve required notices, provide legally required licence information and, on request or where required by the SOW, provide a list of material open-source components or a software bill of materials.

9.3 Bonitoo will not knowingly incorporate code under GPL, AGPL or another licence that could require disclosure or licensing of the customer's proprietary code without the customer's prior written approval.

9.4 Bonitoo will not knowingly use a component on terms incompatible with the agreed distribution or operation of the deliverable. Where the customer requires a particular component, the customer accepts its licence terms after Bonitoo has disclosed any known material licensing risk.

10. Confidentiality

10.1 Each party will protect the other party's non-public business, technical, security and commercial information with at least reasonable care and use it only for the contract. Disclosure is permitted to personnel, professional advisers and subcontractors who need the information and are subject to appropriate confidentiality obligations.

10.2 Confidential Information excludes information that the recipient can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from a third party, or is independently developed without use of the disclosed information.

10.3 A legally required disclosure is permitted if the recipient, where lawful, gives prompt notice and reasonably assists in seeking protective measures.

10.4 These obligations continue for five years after termination. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

11. Data protection and security

11.1 Each party will comply with applicable data-protection law. Bonitoo may process business contact, contract and billing data as an independent controller to administer the contractual relationship, meet legal obligations and establish, exercise or defend legal claims.

11.2 If Bonitoo processes personal data on behalf of the customer, the parties will enter into a DPA meeting Article 28 GDPR before that processing begins. The DPA will address instructions, confidentiality, security, subprocessors, data-subject assistance, incidents, audits, international transfers and return or deletion of data.

11.3 Bonitoo will maintain reasonable technical and organisational security measures appropriate to the services and information involved. Project-specific security requirements must be stated in the SOW or DPA.

12. Personnel and subcontractors

Bonitoo may use employees, affiliates and subcontractors and remains responsible for their performance under the applicable SOW. Any restrictions on named personnel, locations or subprocessors must be stated in the SOW or DPA.

13. Compliance

Each party will comply with laws applicable to its performance, including anti-bribery, sanctions and export-control laws. The customer is responsible for the legality of its instructions, data, business process and intended use of the deliverables.

14. Term and termination

14.1 These Terms apply while any SOW incorporating them remains active. Either party may terminate the framework relationship on 30 days' written notice, but that notice does not terminate an active SOW.

14.2 Either party may terminate an affected SOW for a material breach that is not cured within 15 calendar days after written notice. A party may terminate immediately where cure is impossible, continued performance would be unlawful, or the other party becomes insolvent, subject to mandatory law.

14.3 A SOW may be terminated for convenience only where the SOW expressly allows it. The customer must pay for services performed and non-cancellable commitments incurred through the effective termination date.

14.4 On termination, each party will return or delete the other party's Confidential Information where reasonably practicable, subject to legal retention duties and routine backups. Bonitoo will provide reasonable exit assistance at the rates stated in the SOW or, if none, at its then-current rates.

15. Liability

15.1 To the maximum extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, business opportunity, goodwill or reputation.

15.2 Each party's aggregate liability arising out of an affected SOW is limited to 100% of the fees paid or payable under that SOW during the 12 months preceding the event giving rise to the claim.

15.3 The aggregate liability cap is increased to 200% of that amount for breach of confidentiality, breach of data-protection obligations and third-party intellectual-property claims concerning Project Deliverables.

15.4 The exclusions and caps do not apply to payment obligations or to liability that cannot lawfully be excluded or limited, including liability for intentional misconduct, gross negligence or injury to a person's natural rights.

15.5 The limitations apply to all contractual and non-contractual claims in aggregate. Each party will take reasonable steps to mitigate loss.

16. Force majeure

Neither party is liable for delay caused by an event beyond its reasonable control that could not reasonably have been prevented. The affected party will notify the other, mitigate the effects and resume performance promptly. This Section does not excuse payment of amounts already due. If the event materially prevents performance for more than 60 days, either party may terminate the affected SOW on written notice.

17. Publicity

Neither party may use the other party's name, logo or project details in public marketing or a case study without prior written consent.

18. Notices

18.1 Contractual and legal notices to Bonitoo must be sent to info@bonitoo.io and to its registered office. Billing communications must be sent to procurement@bonitoo.io. Security incidents must be reported to info@bonitoo.io. Project communications may use info@bonitoo.io unless the SOW identifies other contacts.

18.2 A notice is effective when receipt is confirmed, except that an email is not considered received if the sender receives an automated delivery failure. Each party must keep its notice details current.

19. Governing law and disputes

19.1 The contract is governed by the laws of the Czech Republic, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

19.2 Before commencing proceedings, each party will refer the dispute to a senior representative with authority to settle. Those representatives will attempt in good faith to resolve the dispute for 30 days after referral. This does not prevent urgent interim or injunctive relief.

19.3 The courts of the Czech Republic having subject-matter jurisdiction and local jurisdiction determined by Bonitoo's registered office have exclusive jurisdiction over disputes arising from or connected with the contract.

20. General

20.1 Neither party may assign the contract without the other's prior written consent, which will not be unreasonably withheld. A party may assign it as part of a merger, reorganisation or transfer of substantially all relevant business assets if the assignee assumes the obligations in writing.

20.2 The parties are independent contractors. The contract creates no partnership, agency, employment or fiduciary relationship.

20.3 A failure to enforce a right is not a waiver. If a provision is unenforceable, it will be adjusted only to the minimum extent necessary and the remaining provisions remain effective.

20.4 The applicable SOW, any MSA, DPA and these Terms constitute the entire agreement concerning their subject matter and replace prior discussions on that subject. Amendments require written agreement, except that updated Terms apply only to a later SOW that expressly incorporates the updated version.

20.5 Electronic signatures and counterparts are permitted. The controlling language is English. Any Czech translation is for convenience unless the parties expressly agree otherwise.