Terms of Service

I. Introduction

  1. These Terms of Service set out the mutual rights and obligations between:

    the Service Provider:

    Mgr. Barbora Růžičková
    Registered address: Šlikova 1221/40, 169 00 Prague 6, Czech Republic
    Phone: +420 721 672 777
    Email: barbora@ruzickova.net
    Business ID (IČO): 01830546
    Registered in the Register of Trades of the Czech Republic maintained by the Prague 6 Municipal District Authority since 25 June 2013

    and

    the Client:

    Any person, business, or entity who accepts the Service Provider’s Proposal for the creation of a Work under these Terms of Service.

    The Service Provider and the Client are referred to together as the Parties.
  2. If the Proposal includes any provisions that differ from these Terms of Service, the Proposal takes precedence.

II. Service Agreement

  1. The Agreement for the creation of a Work — website development — is formed as follows. The Service Provider will email the Client a Proposal that includes, at a minimum:
    • A description of the Work and its individual milestones;
    • The price;
    • Milestone and review deadlines, expressed as a number of days from the date the advance invoice is paid (see Article VIII, Section 3).
  2. These Terms of Service will be sent to the Client along with the Proposal. The Agreement is formed when the Client unconditionally accepts the Proposal by email sent to the Service Provider’s address above.

    If the Client’s acceptance includes additions, reservations, or modifications, it does not form an Agreement — it is treated as a new Proposal. In that case, the Agreement is only formed once the Service Provider unconditionally accepts the new Proposal. These Terms of Service always form an integral part of the Agreement.

III. Agreement Content

  1. The Agreement covers the creation of the Work – a web design project as described in the Proposal.
  2. The Service Provider will create the Work for the Client at the Service Provider’s own risk and expense.
  3. The Client will accept the completed Work and pay the Service Provider the fee set out in the Proposal.
  4. Both Parties are bound by these Terms of Service and the Proposal, including all obligations arising from them.
  5. The Service Provider confirms that she is fully authorized under all applicable laws to carry out the Work.
  6. The following are not included in the scope of the Work:
    • Hosting and related costs;
    • Domain registration and related costs;
    • Any work not specified in the Proposal.

IV. Performance of the Work

  1. The Service Provider will deliver the Work according to the milestones set out in the Proposal.
  2. The Place of Performance is worldwide. The Parties will communicate via Google Meet, Microsoft Teams, or another platform agreed upon in advance, with the option of meeting in person by arrangement.
  3. The Service Provider confirms that the Place of Performance is suitable for fulfilling the obligations under these Terms of Service and allows the Work to be carried out without undue difficulty.
  4. The Service Provider may delegate parts of the Work to third parties.

V. Client Cooperation and Feedback

  1. The Client will provide the Service Provider with whatever cooperation is needed to properly carry out the Work.
  2. The Service Provider may request instructions or materials from the Client that are necessary for the Work or a specific part of it. The Client must provide these within the deadline set by the Service Provider (at least 3 days). If the Client misses this deadline, the Service Provider may unilaterally extend the delivery deadlines set out in the Proposal by notifying the Client by email. If the Client fails to cooperate for more than 30 days, the Service Provider may withdraw from the Agreement.
  3. The Parties agree to the following review process. 
    1. Each completed part of the Work will be sent or made available online to the Client within the deadlines in the Proposal. 
    1. First Round of Feedback: The Client then has 5 days to submit feedback, or to confirm that no feedback is needed. The Service Provider will incorporate any feedback and send the revised part back to the Client. 
    1. Second Round of Feedback: The Client then has another 5 days for a second round of comments or to confirm that the part is approved. After the Service Provider incorporates any second-round feedback, the relevant part of the Work is considered completed and delivered. 
    1. If the Client does not respond within the 5-day window in either round, that part of the Work is also considered completed and delivered.
  4. The Parties may agree to extend the 5-day feedback window. If they do, the Service Provider may also extend the delivery deadlines in the Proposal accordingly, by notifying the Client by email.
  5. If feedback in either round expands the scope of the Work beyond what the Proposal describes, the Service Provider may adjust the Price accordingly. Any additional work will be charged at the Service Provider’s current hourly rate of CZK 1,250 per commenced hour (excluding VAT; the Service Provider is not VAT-registered). If the Client does not accept the adjusted Price, the Service Provider is not required to incorporate those comments, and the Work (or the relevant part) is considered completed and delivered as-is.

VI. Rights and Obligations of the Service Provider

  1. The Service Provider will carry out the Work with due care and within the agreed timeframe, and will arrange everything necessary for its completion.
  2. The Service Provider works independently, except where third parties are involved (see Article IV, Section 4). If unclear or imprecise instructions from the Client prevent progress on the Work, the Service Provider will request clarification from the Client under Article V, Section 2.
  3. If the Client’s instructions are clearly unsuitable and could lead to damage or legal non-compliance, the Service Provider will promptly notify the Client in writing. If the Client insists on those instructions despite the warning, the Service Provider is not liable for any resulting damage.

VII. Rights and Obligations of the Client

  1. The Client has the right to monitor how the Work is progressing.
  2. If the Client finds that the Service Provider is not meeting her obligations under the Agreement, the Client may demand that the issue be fixed and the Work properly completed. If the Service Provider does not remedy the situation within 30 days of receiving a written demand, and the breach would clearly be material, the Client may withdraw from the Agreement.
  3. The Client will provide the Service Provider with the cooperation described in Article V, and will ensure the Service Provider has the conditions needed to carry out the Work.

VIII. Price and Payment Terms

  1. The Service Provider is entitled to the fee specified in the Proposal for creating the Work (the Price). The Price is broken down by milestone as described in the Proposal.
  2. The Price is final and fixed, except as provided in Article V, Section 5. Additional post-warranty services are charged separately under Article XI, Section 5.
  3. Promptly after the Agreement is formed (see Article II, Section 2), the Service Provider will send the Client an advance invoice for one third of the Price, payable within 7 days. This advance is non-refundable. If the Client does not pay the advance invoice on time, the Service Provider may withdraw from the Agreement.
  4. Once a completed part of the Work has been delivered, the Service Provider will invoice the Client for that part. Each invoice is payable within 7 days. The Client may dispute an invoice within the payment period if it does not contain all legally required information.
  5. The Client will pay to the bank account specified on the invoice. Payment is considered made when the funds are credited to that account.
  6. If the Client is late paying any invoice, the delivery deadlines for the Work are automatically extended by the length of the delay. The Service Provider may also pause all work until the overdue invoice is paid.

IX. Withdrawal from the Agreement

  1. In addition to the withdrawal rights described elsewhere in these Terms of Service, the Parties may also withdraw from the Agreement in the following situations.
  2. The Client may withdraw at any time, for any reason. In that case, the Client is not entitled to a refund of any amount already paid. The Service Provider is entitled to payment for all work completed or in progress, priced by the Service Provider based on the complexity and actual state of that work, at a rate consistent with the Proposal. The Service Provider will deliver the completed or in-progress Work to the Client, along with everything needed to use it, within 7 days of receiving payment.
  3. If the Service Provider is more than 30 days late with delivery, the Client may withdraw from the Agreement.
  4. If the Client is more than 30 days late with any payment, the Service Provider may withdraw from the Agreement. In that case, the Service Provider is entitled to payment for all work completed or in progress, priced as described in Section 2 above. The Service Provider will deliver the completed or in-progress Work, along with everything needed to use it, within 7 days of receiving payment.
  5. If the Service Provider withdraws due to the Client’s failure to cooperate (see Article V, Section 2), the same payment and delivery terms described in Section 2 above apply.
  6. If either Party is dissolved with liquidation, or if insolvency proceedings are opened against either Party’s assets, the affected Party may withdraw from the Agreement.
  7. Withdrawal becomes effective when written notice (including email) is delivered to the other Party.

X. Handover

  1. The Service Provider will deliver the Work to the Client for review in parts and within the deadlines set out in the Proposal (or any extended deadlines under these Terms of Service). The Parties will confirm handover in writing (including by email).

XI. Warranty

  1. The Service Provider will deliver the Work at a quality level that is consistent with the purpose of the Agreement and in compliance with applicable law.
  2. The Service Provider is not liable for defects caused by:
    • Improper use or maintenance of the Work;
    • Third-party services (e.g. hosting, plugins);
    • Cyberattacks, hacking, or viruses;
    • Changes to website content after handover;
    • Modifications to the Work made by the Client or a third party;
    • Outages caused by technical issues beyond the Service Provider’s control.
  3. Unless a website maintenance agreement is in place, the Service Provider is not liable for the content or operation of the Work after handover.
  4. The Service Provider is not liable for any damage or lost profits resulting from the defects listed in Section 2 above.
  5. The Service Provider provides a one-week warranty from the date of handover. To make a warranty claim, the Client must email the Service Provider with a description of the defect. The Service Provider will respond within 30 days with a timeline and plan for fixing the issue. Any work beyond the warranty is charged at the Service Provider’s current hourly rate of CZK 1,250 (excluding VAT; the Service Provider is not VAT-registered). The Client cannot file a warranty claim against the Work as a whole.
  6. The Client understands that the Service Provider cannot predict how web browsers, antivirus software, search engines, or other technology will evolve after the Work is delivered. The Work is built for the software and conditions in effect on the date of handover. Unless a maintenance agreement is in place, the Service Provider is not responsible for display errors or reduced functionality caused by technology changes after that date.

XII. Confidentiality

  1. Both Parties agree to keep all information exchanged during the project confidential.
  2. Neither Party may disclose, use, or misuse any confidential information obtained in connection with the Agreement, unless the Parties agree otherwise.
  3. Confidential information includes, but is not limited to:
    • Personal information;
    • Marketing strategies;
    • Business plans;
    • Customer and supplier lists;
    • Pricing policies;
    • Employee-related information;
    • Legal, economic, and technical information;
    • Strategic plans, technologies, and work procedures;
    • Know-how;
    • Intellectual property-related information.
  4. Both Parties agree to protect each other’s trade secrets.
  5. The Client agrees that the Service Provider may feature the Work in the Service Provider’s portfolio and on the Service Provider’s website, and may share it on social media for promotional purposes.

XIII. Intellectual Property

  1. The Work remains the property of the Service Provider until the Client has paid the full Price. Once the Price is paid in full and the Work has been fully handed over, ownership transfers to the Client.

XIV. Final Provisions

  1. These Terms of Service are drafted in accordance with Sections 1751 et seq., 2586 et seq., and 2631 et seq. of Act No. 89/2012 Coll., the Civil Code of the Czech Republic, as amended.
  2. The Parties’ rights and obligations are governed by the Proposal, these Terms of Service, the Civil Code, and applicable Czech law. The Agreement is governed by the laws of the Czech Republic.
  3. Any disputes arising from the Agreement will be resolved by the competent courts of the Czech Republic.
  4. The Client consents to the Service Provider processing the Client’s personal data under the GDPR, to the extent necessary for performing the Agreement. This consent applies for the duration of the Agreement and for ten years after it ends.
  5. For the purposes of the Agreement, email is considered written communication.
  6. These Terms of Service are an integral part of the Agreement. By accepting the Proposal, the Client expressly agrees to them.
  7. These Terms of Service take effect on 13 January 2026.