Terms and Conditions

This is an English translation provided for convenience. In case of any discrepancy, the Czech version prevails.

These Terms and Conditions govern cooperation with GroupcZ s.r.o. in the supply of IT services, software and goods. They are intended primarily for businesses and legal entities. Where a contract concluded in a specific case deviates from them, the contract prevails. The processing of personal data is described in a separate Privacy Policy and the use of cookies in the Cookie Policy.

1. Introductory provisions and identification of the Supplier

These Terms and Conditions (the “Terms”) are issued by the company:

GroupcZ s.r.o., with its registered office at Gellnerova 163/16, Mladá Boleslav II, 293 01 Mladá Boleslav, Czech Republic,
ID No. (IČO): 24297399, VAT No. (DIČ): CZ24297399 (VAT payer),
registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 194058, date of incorporation 26 April 2012,
e-mail: info@groupcz.eu, website: https://groupcz.eu

(the “Supplier” or “GroupcZ”).

The Terms are issued in accordance with Section 1751 of Act No. 89/2012 Coll., the Civil Code, as amended (the “Civil Code”), and form an integral part of every contract, offer or confirmed order that refers to them. The provisions of the contract take precedence over these Terms. The Customer’s terms and conditions shall not apply unless the Supplier expressly accepts them in writing.

2. Definitions

Customer – a business, legal entity or other party that enters into a contract with the Supplier; in exceptional cases also a consumer (see Article 18).
Contract – a contract for work, licence agreement, service agreement, purchase contract or any other contract concluded between the Supplier and the Customer, including a contract concluded by acceptance of an offer or confirmation of an order.
Performance – the services, work, software, licences, operation, support or goods that the Supplier is to deliver under the Contract.
GroupcZ ERP – the enterprise information system developed by the Supplier, including its modules, updates, documentation and related tools.
Custom development – software, modifications, extensions, integrations or other copyright works created by the Supplier according to the Customer’s individual specifications.
Services – in particular IT consulting, project management, long-term project management, e-shop operation, promotion and marketing, cyber security, and administration and monitoring of system stability.
Goods – movable items supplied by the Supplier, in particular imported goods and office equipment.
Written form – a document or electronic message (including e-mail) that makes it possible to record the content of the legal act and identify the person acting.

3. Conclusion of the contract

The presentation of services on the groupcz.eu website is for information purposes only and does not constitute a proposal to conclude a contract within the meaning of Section 1732 of the Civil Code.

A Contract is concluded in particular:

by both parties signing a written contract,
by the Customer accepting a written offer from the Supplier within its period of validity, or
by the Supplier confirming the Customer’s order in writing.

The Supplier’s offer is valid for the period stated therein, otherwise for 30 days from the date it was sent. An acceptance of an offer containing an addition or deviation constitutes a new offer; Section 1740(3) of the Civil Code shall not apply. Amendments and supplements to the Contract require written form unless otherwise agreed in the Contract.

4. Subject matter of performance

The subject matter, scope, deadlines and other parameters of the Performance are defined in the Contract, offer or confirmed order, or in related documents (specification, schedule, description of modules). The Supplier may in particular provide:

delivery and implementation of the GroupcZ ERP and the grant of a licence to use it,
custom software development, integrations and modifications, including an HR system,
IT consulting, project management and long-term project management,
e-shop operation, promotion and marketing,
cyber security, backup, monitoring and system stability services,
supply of goods, in particular the import and export of goods and office equipment.

Work beyond the agreed scope (additional work) shall be performed by the Supplier on the basis of the Customer’s written request and under the conditions agreed by the parties; unless agreed otherwise, it shall be charged according to the Supplier’s current hourly rates. The Supplier is entitled to perform through its employees and vetted subcontractors; it is liable for their performance as if it had performed itself.

5. Price and payment terms

The price of the Performance is governed by the Contract or the Supplier’s offer. Unless stated otherwise, prices are exclusive of VAT, which will be added at the statutory rate.

The price may be agreed as a fixed price, according to the time actually spent (hourly rate), as a regular monthly or annual fee (e.g. licence, operation, support), or as a combination thereof.
The Supplier is entitled to require a reasonable advance payment, particularly for larger projects and for supplies of goods.
The Customer shall pay the price on the basis of a tax document (invoice) by bank transfer. The due date is stated on the invoice; if not stated, it is 14 days from the date of issue.
The price is deemed paid at the moment the amount is credited to the Supplier’s account.
In the event of late payment, the Customer shall pay default interest at the rate laid down by law (Government Regulation No. 351/2013 Coll.), and the Supplier is also entitled to the costs associated with recovering the receivable pursuant to Section 1970 of the Civil Code.
If the Customer is more than 15 days late with payment, the Supplier may, after prior written notice, suspend Performance (including operation and support) until payment is made in full; the deadlines for Performance shall be extended by the period of suspension.

For services provided on a long-term basis, the Supplier may adjust prices reasonably once a year, in particular with regard to the rate of inflation and changes in costs. The Supplier shall notify the Customer of the change in writing at least 30 days in advance; if the Customer does not agree, it may terminate the Contract with effect from the date on which the change takes effect.

6. Customer cooperation

Proper and timely Performance requires the Customer’s cooperation. The Customer undertakes in particular to:

provide the Supplier in good time with complete and accurate documents, information and decisions necessary for the Performance,
designate a contact person authorised to act in matters relating to the Performance,
ensure the necessary access to its systems, data, premises and third parties (e.g. suppliers of other systems),
ensure that the documents and data it provides do not infringe the rights of third parties,
comment on submitted outputs on an ongoing basis and take part in testing and acceptance.

If the Customer fails to provide the necessary cooperation, the Supplier shall not be in delay and the deadlines for Performance shall be extended by the period during which cooperation was lacking. The Supplier is entitled to reimbursement of demonstrably incurred costs caused by the lack of cooperation.

7. Handover and acceptance

Where the Contract provides for acceptance (in particular for the implementation of the GroupcZ ERP and custom development), it shall take place according to the following rules:

The Supplier notifies the Customer that the Performance (or a stage thereof) is ready for acceptance.
The Customer tests the Performance and, within 10 working days, either signs the acceptance protocol or notifies the identified defects in writing and in specific terms.
The Customer is obliged to accept Performance with defects that do not prevent its use (minor defects); the Supplier shall remedy them within a reasonable period.
If the Customer does not respond within the specified period, or if it starts using the Performance in live operation, the Performance shall be deemed accepted.

Services provided on an ongoing basis (consulting, project management, operation, marketing) are deemed provided upon their performance; the Supplier shall document their scope by means of a timesheet.

8. Licence to software and the GroupcZ ERP

8.1 GroupcZ ERP and standard software

The GroupcZ ERP, its modules and all of the Supplier’s standard software are copyright works and know-how of the Supplier. All economic copyrights, database rights and other intellectual property rights therein remain with the Supplier.

By concluding the Contract and paying the agreed price, the Customer obtains a non-exclusive, non-transferable licence to use the GroupcZ ERP to the extent agreed in the Contract (in particular the number of users, modules, term and territory), exclusively for its own needs. Unless agreed otherwise, the licence is granted for the term of the Contract and for the territory of the Czech Republic.

The Customer is not entitled to further distribute, rent out, grant sublicences to third parties, modify, decompile or otherwise reverse engineer the software, except in cases expressly permitted by Act No. 121/2000 Coll., the Copyright Act.

8.2 Custom development

For custom-developed software, the scope of the licence or any transfer of rights is governed by the Contract. Unless otherwise stated in the Contract, upon payment of the price the Customer obtains a non-exclusive licence, unlimited in time, to use the work for its own needs. The Supplier retains the right to continue using the general methods, libraries, components and know-how it used or created during development. Source code is handed over to the Customer only if expressly agreed.

8.3 Third-party software

If the Performance includes third-party software or open-source components, their use is governed by the licence terms of their authors, which the Supplier shall make known to the Customer.

8.4 Customer data

Data that the Customer enters into the systems remain its property. Upon termination of the Contract, the Supplier shall, at the Customer’s request, hand them over in a commonly used machine-readable format under the conditions agreed in the Contract.

9. Operation, support and service levels (SLA)

The scope of operation, hosting, technical support, monitoring, backup and the guaranteed service level (in particular availability, response time and resolution time) are agreed in the Contract or in a separate service level agreement (SLA). If no SLA is agreed, the Supplier provides support on working days during normal business hours with professional care and without guaranteeing specific time limits.

The Customer sends requests and incident reports to the e-mail address info@groupcz.eu or through another agreed channel.
The Supplier is entitled to carry out scheduled maintenance; if it affects availability, the Supplier shall announce it reasonably in advance and, where possible, carry it out outside business hours.
Outages caused by scheduled maintenance, force majeure, intervention by the Customer or third parties, and outages of networks and services beyond the Supplier’s control are not counted towards service availability.
The Supplier continuously attends to the security and stability of the systems it operates and adopts appropriate technical and organisational measures corresponding to the current state of the art.

10. Liability and limitation of damages

The Supplier is responsible for ensuring that the Performance has the properties agreed in the Contract and is carried out with professional care. The Supplier is not liable for defects and damage caused by incorrect or incomplete documents provided by the Customer, insufficient cooperation, unauthorised intervention by the Customer or third parties, use contrary to the documentation, force majeure, or outages of third-party services beyond its control.

The parties have agreed that the Supplier’s total liability for damage arising in connection with the Contract is limited to an amount corresponding to the price paid by the Customer for the Performance from which the damage arose during the last 12 months before the damage occurred; in the case of one-off Performance, to its price. The Supplier is not liable for loss of profit, loss of data caused by the Customer’s breach of its obligation to make backups, or for indirect and consequential damage.

The limitation under the preceding paragraph does not apply to damage caused intentionally or through gross negligence, to harm to the natural rights of a person, or to other cases where limitation is excluded by mandatory provisions of law (Section 2898 of the Civil Code).

11. Confidentiality

Both parties are obliged to maintain confidentiality regarding all confidential information they have learned in connection with the Contract, in particular trade secrets, know-how, technical solutions, prices, data and internal processes of the other party. Such information may be used solely for the performance of the Contract and disclosed only to their employees, subcontractors and advisers who are bound by a comparable duty of confidentiality.

The duty of confidentiality does not apply to information that is publicly available (other than through the fault of the obliged party), to information that a party has demonstrably obtained lawfully by other means, or to cases where disclosure is required by law or by a decision of a public authority. The duty of confidentiality continues after termination of the Contract for a period of 5 years, and for trade secrets for as long as they remain trade secrets.

The Supplier is entitled to name the Customer as a reference (name and logo) if the Customer consents to this.

12. Personal data protection

The Supplier processes personal data of the Customer’s contact persons as a controller under Regulation (EU) 2016/679 (GDPR), to the extent and in the manner described in the Privacy Policy.

If, in the course of Performance, the Supplier processes personal data for which the Customer is responsible (for example data of employees in an HR system, of customers in the GroupcZ ERP or in an operated e-shop), it acts as a processor. In such a case, the parties shall conclude a data processing agreement pursuant to Article 28 GDPR, which shall govern in particular the subject matter, duration, nature and purpose of the processing, the categories of data and data subjects, technical and organisational measures and the conditions for engaging other processors.

13. Supply of goods

In addition to the provisions of the Contract, the following rules apply to supplies of goods (in particular imported goods and office equipment):

Delivery – goods are delivered on the date and at the place agreed in the Contract or in the confirmed order. Delivery dates for imported goods are indicative and may change for reasons attributable to manufacturers, carriers or customs authorities; the Supplier shall inform the Customer of any such changes without undue delay.
Transfer of risk – the risk of damage to the goods passes to the Customer upon their receipt; when shipped via a carrier, upon handover of the goods to the first carrier (Section 2121 of the Civil Code).
Ownership – ownership of the goods passes to the Customer only upon full payment of the purchase price.
Inspection – the Customer is obliged to inspect the goods upon receipt and to record any apparent defects or damage to the consignment without delay in the carrier’s delivery document and notify the Supplier of them in writing.
Warranty – a quality guarantee is provided to the extent and for the period agreed in the Contract or stated on the document; if none is agreed, the Supplier is liable under the Civil Code for defects that the goods have at the time the risk passes.
Complaints – the Customer shall notify defects in writing to the e-mail address info@groupcz.eu without undue delay after discovering them, with a description of the defect and proof of purchase. The Supplier shall handle the complaint within a reasonable period, usually within 30 days, by repair, replacement, a reasonable discount or in another manner in accordance with the law and the Contract. The warranty does not cover defects caused by improper use, unprofessional installation or normal wear and tear.

14. Force majeure

Neither party is liable for a breach of obligation caused by an extraordinary, unforeseeable and insurmountable obstacle arising independently of its will (Section 2913(2) of the Civil Code), in particular a natural disaster, epidemic, war, large-scale cyber attack, failure of energy or telecommunications supplies, decision of a public authority or strike.

The party affected by force majeure shall inform the other party thereof without undue delay and make reasonable efforts to mitigate its consequences. The deadlines for Performance shall be extended by the duration of the obstacle. If the obstacle lasts longer than 60 days, either party may withdraw from the Contract in writing.

15. Term and termination of the contract

The Contract is concluded for a fixed term (until completion of its subject matter or until an agreed date) or for an indefinite term (in particular for operation, support, licences and long-term services). The Contract may be terminated:

by written agreement of the parties,
in the case of a contract for an indefinite term, by written notice with a notice period of 3 months, which begins on the first day of the month following delivery of the notice, unless a different notice period is agreed in the Contract,
by withdrawal in the event of a material breach of the Contract by the other party, in particular if the Customer fails to pay an amount due even within an additional period of 15 days, or if a party fails to remedy another breach within a reasonable period despite a written request,
in other cases provided for by law.

Termination of the Contract does not extinguish the right to payment for Performance already provided, the right to compensation for damage, contractual penalties, the duty of confidentiality and other provisions which by their nature are intended to survive termination. A licence granted for the term of the Contract expires upon its termination.

16. Governing law and dispute resolution

Legal relations between the Supplier and the Customer are governed by the laws of the Czech Republic, in particular the Civil Code. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

The parties shall first seek to resolve any disputes amicably. If this fails, disputes between businesses shall be decided by the courts of the Czech Republic having subject-matter jurisdiction, with the court having local jurisdiction being, in accordance with Section 89a of Act No. 99/1963 Coll., the Code of Civil Procedure, the court competent for the Supplier’s registered office.

17. Final provisions

The Supplier is entitled to amend these Terms reasonably. Contracts already concluded are governed by the version in effect at the time of their conclusion; for long-term contracts, the new version applies unless the Customer rejects it in writing within 30 days of notification. In such a case, the Customer has the right to terminate the Contract.
If any provision of the Terms is invalid or ineffective, this does not affect the other provisions; the parties shall replace it with a provision that comes as close as possible to its purpose.
The parties assume the risk of a change in circumstances within the meaning of Section 1765(2) of the Civil Code. Sections 1799 and 1800 of the Civil Code on contracts concluded by adhesion shall not apply to relations between businesses.
Documents are delivered to the addresses stated in the Contract or by e-mail; a message whose receipt the addressee has refused is also deemed delivered.
These Terms take effect on 12 October 2026.

18. Information for consumers

The Supplier’s services and Performance are intended primarily for businesses. If, exceptionally, a consumer (a natural person who is not acting in the course of their business or independent profession) concludes a contract with the Supplier, these Terms shall apply only to the extent that they do not conflict with mandatory consumer protection provisions. By virtue of such provisions, in particular the limitation of liability under Article 10, the agreement on the local jurisdiction of the court and the provisions of Article 17 on adhesion contracts and on a change in circumstances shall not apply.

Withdrawal from the contract – in the case of a contract concluded at a distance (e.g. by e-mail) or off business premises, the consumer generally has the right to withdraw from the contract without giving any reason within 14 days of its conclusion, and in the case of a purchase of goods, from the date of receipt of the goods (Section 1829 of the Civil Code). The right of withdrawal does not apply in the cases set out in Section 1837 of the Civil Code, for example for goods customised according to the consumer’s wishes, or for services that have been fully provided with the consumer’s express consent before the withdrawal period expires. Notice of withdrawal may be sent to the e-mail address info@groupcz.eu.
Defects – the consumer has rights arising from defective performance to the extent laid down by the Civil Code; for consumer goods, in particular the right to claim a defect that becomes apparent within 24 months of receipt.
Out-of-court dispute resolution – the Czech Trade Inspection Authority (ČOI), Štěpánská 567/15, 120 00 Prague 2, www.coi.cz, is competent for the out-of-court resolution of consumer disputes. The consumer may also use the online dispute resolution platform established by the European Commission.
Supervision – compliance with consumer protection obligations is supervised by the Czech Trade Inspection Authority (ČOI) and, in the area of personal data protection, by the Office for Personal Data Protection (ÚOOÚ).