Všeobecné podmienky

General Terms and Conditions of the Contractor of Patrik Korec – Thrive Dev, registered office: Budatínska 16A, 851 01 Bratislava–Petržalka, Slovak Republic, ID No.: 56989709, registered in the Trade Register of the Slovak Republic kept by the District Office Nitra, trade register number: 430-71684.

01| I. Introductory provisions

These General Terms and Conditions of the Contractor (hereinafter the “GTC”) govern the rights and obligations of the parties to a contract for work (a “Contract”) concluded between Patrik Korec – Thrive Dev, registered office: Budatínska 16A, 851 01 Bratislava–Petržalka, Slovak Republic, ID No.: 56989709, registered in the Trade Register of the Slovak Republic kept by the District Office Nitra, trade register number: 430-71684 (hereinafter the “Contractor”), and a legal entity or a natural person – entrepreneur as the Client (hereinafter the “Client”).

The GTC form an integral part of each Contract unless the parties agree otherwise and become valid and effective for the parties upon signature of the Contract. If the Contract or its annexes contain provisions differing from the GTC, the Contract and its annexes prevail.

The application of the GTC or any part thereof may be excluded only by a written agreement of the parties.

The GTC are available on the Contractor’s website: https://thrivedev.sk/

02| II. Definitions

“Contract” means the agreement concluded between the Client and the Contractor together with its annexes including these GTC, the subject matter of which is the creation, modification or delivery of a software work (the “Work”) and related services, in particular analysis, solution design, programming, implementation, integrations, testing, deployment, documentation, maintenance and consulting support, to the extent specified in the Contract.

“GTC” means these general terms and conditions.

“Materials” for the purposes of the Contract and these GTC means any materials and/or instructions of the Client necessary for producing the Work, e.g. an email message, texts, photographs, etc.

“Work” means in particular software or any part thereof, including source and/or object code, a web application, website, e-shop, API, scripts, modules, add-ons, database structures, technical documentation and other deliverables specified in the Contract.

“Inappropriateness of instructions” means, in particular but not limited to, unsuitable, incomplete or insufficient materials that the Client provided to the Contractor for the purposes of producing the Work.

03| III. Subject of the Contract

Under a contract for work, the Contractor undertakes to perform a specific Work and the Client undertakes to pay the agreed price for its performance.

The specific specification of the Work is defined by the parties in the Contract or in its annexes.

04| IV. Price and payment terms

The price for the Work is agreed in the Contract by mutual agreement of the parties as a fixed price excluding VAT, unless stated otherwise in the Contract.

The Contractor is entitled to add the applicable VAT rate to the agreed price.

Unless stated otherwise in the Contract, the Client shall pay the price for the Work (or any part thereof) by bank transfer to the Contractor’s bank account stated on the invoice. Payment means the crediting of the full amount to the Contractor’s bank account.

Unless stated otherwise in the Contract, the price for the Work will be invoiced by the Contractor with a payment due date of 10 days.

If the performance is not recurring, the Client is entitled to pay the price progressively as follows: the first part of the price in the amount of at least 30% of the agreed total price, based on an invoice issued after the Contract is signed, due within 10 days. The Contractor is not obliged to commence performance of the Work until the advance payment has been paid in full. The remaining part of the fixed price is due after proper handover of the Work, based on an invoice due within 10 days.

If the Work is not delivered within the time agreed in the Contract due to reasons on the Client’s side (e.g. late delivery of required materials, failure to provide required cooperation in time, etc.), the Contractor is entitled to invoice the price as if the Work had been performed within the agreed time.

If the performance is recurring, the Contractor is entitled to invoice the price within 5 calendar days from the date of signing the Contract and thereafter always on the 1st day of each subsequent month of the Contract’s term, unless the parties agree otherwise.

05| V. Rights and obligations of the Contractor

The Contractor shall perform the Work at its own risk, in accordance with the Contract, properly and within the agreed time.

In performing the Work, the Contractor acts independently and is not bound by the Client’s instructions as to the method of performance.

The Contractor may entrust performance of the Work to another person unless the Contract or the nature of the Work requires otherwise. If performed by another person, the Contractor remains liable as if it performed the Work itself.

The Contractor is entitled to perform the Work even before the time agreed for completion.

The Contractor shall act with due professional care in performing the Work and shall do so honestly and conscientiously.

The Contractor is entitled to request clarifying information from the Client at any time during performance of the Work, and the Client is obliged to provide the required cooperation without undue delay (typically within 3 days).

If the Client fails to provide the required cooperation within the time limit under paragraph 6 of this Article or fails to submit the necessary Materials within the time limit under the Contract, the Contractor is entitled to withdraw from the Contract. If the Contractor does not withdraw, the agreed time for completion is extended by the duration of the Client’s delay.

If the Contractor withdraws from the Contract due to the Client’s delay and the impediment does not constitute circumstances excluding liability, the Contractor is entitled to the price for the Work to which it is entitled under the Contract; however, this price shall be reduced by what the Contractor saved by not performing the Work in full.

If the Contractor was delayed in performing the Work due to circumstances on the Client’s side, the Contractor is entitled to reasonable compensation. This does not affect the Contractor’s claim to contractual penalties under Article XI of these GTC.

The Contractor shall notify the Client without undue delay of any unsuitable nature of the Materials or instructions provided by the Client if the Contractor could have discovered such unsuitability with due professional care. If unsuitable Materials or instructions prevent proper performance, the Contractor shall suspend performance to the necessary extent until the Materials are replaced or the instructions are changed, or until the Client provides written notice that it insists on performance using the provided Materials/instructions. The completion deadline is extended by the time of such suspension. The Contractor is also entitled to reimbursement of costs associated with the suspension or the use of unsuitable Materials until the time when their unsuitability could have been discovered. If the Contractor fulfilled its duty to warn, it is not liable for inability to complete the Work or defects caused by unsuitable Materials/instructions where the Client insisted in writing on their use. If the Work is not completed, the Contractor is entitled to the price reduced by what it saved by not performing the Work in full.

If during performance the Contractor finds that the Client’s Materials are incomplete or contain deficiencies preventing the Contractor from producing the Work, and the Client fails to supplement them within a reasonable period set by the Contractor, the Contractor has the right to withdraw from the Contract. The completion deadline is extended by the time of any necessary suspension for this reason.

If the Materials are incomplete and/or contain deficiencies such that the Work must be changed and the Client did not insist on performance based on such incomplete/insufficient Materials, the Contractor is entitled to reasonably increase the price for the changed Work and extend the completion time agreed in the Contract. The Contractor undertakes to notify the Client of the new price and extended time without undue delay. The Client undertakes to pay the increased price.

The arrangement in paragraph 12 of this Article applies equally if the Work is changed at the Client’s request.

If the Client is in delay with payment of the price (or any part thereof), the Contractor has the right to suspend performance of the Work until payment is made. For the avoidance of doubt, “payment” means settlement not only of overdue invoices but also of contractual penalties to which the Contractor is entitled. The completion deadline is extended by the time of such suspension.

Unless stated otherwise in the Contract, before publishing the Work the Contractor must provide the Client with graphics, texts, audio and visual content for approval. The Client undertakes to provide feedback on the submitted graphics/text/audio/visual content no later than the next business day.

Any extension of the completion time under this Article does not affect the invoicing schedule and the Client’s obligation to pay invoices by their due date.

If personal data of natural persons are processed, the Contractor undertakes to comply with generally binding legislation on personal data protection, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”) and Act No. 18/2018 Coll. on Personal Data Protection, as amended.

06| VI. Rights and obligations of the Client

The Client is obliged to pay the price for the Work in the amount agreed in the Contract and by the due date pursuant to Article IV of these GTC.

The Client is obliged to accept the completed Work within the time agreed for completion. The Client is also obliged to accept the Work even before the agreed completion time.

The Client is obliged to provide the Contractor with the required cooperation requested by the Contractor, without undue delay (typically within 3 days). The completion time under the Contract is extended by the number of days of the Client’s delay in providing cooperation.

The Client is obliged to deliver complete Materials necessary to produce the Work within the time limit set out in the Contract. If the Client fails to deliver the Materials or fails to deliver them complete, the Contractor is not obliged to commence performance until complete, deficiency-free Materials are delivered. The completion time agreed in the Contract is extended by the number of days of the Client’s delay in delivering the Materials.

The Client is entitled to monitor performance of the Work. If the Client finds that the Contractor is performing the Work in breach of its obligations, the Client is entitled to request that the Contractor remove defects arising from improper performance and perform the Work properly. If the Contractor fails to do so within a reasonable time granted and the Contractor’s procedure would undoubtedly lead to a material breach of the Contract, the Client is entitled to withdraw from the Contract.

Any extension of the completion time under this Article does not affect the invoicing schedule and the Client’s obligation to pay invoices by their due date.

If personal data of natural persons are processed, the Client undertakes to comply with generally binding legislation on personal data protection, in particular GDPR and Act No. 18/2018 Coll. on Personal Data Protection, as amended.

07| VII. Handover of the Work

The parties agree that if the Work includes any graphic elements, the Contractor must submit them to the Client for approval before handing over the Work. The Client is entitled to request one revision of the graphic designs submitted by the Contractor before approval. If the Contractor adjusts the Work in accordance with the Client’s comments/objections under this clause, such adjustment cannot be the subject of a defect claim by the Client under Article IX of these GTC.

Unless the parties agree otherwise, the Contractor fulfills its obligation to hand over the Work by performing the agreed activities according to the agreed schedule and in the manner agreed in the Contract. If the Work is delivered to the Client, delivery will be carried out via email to the Client’s email address specified in the Contract header or subsequently notified to the Contractor, or by another method agreed in the Contract.

Upon handover of the Work to the Client, the risk of damage to the Work passes to the Client.

The Client acquires ownership title to the Work only upon full payment of the price for the Work.

08| VIII. Intellectual property rights

The parties agree that if performance of the Work results in the creation of a copyrighted work under Act No. 185/2015 Coll., Copyright Act, as amended (the “Copyright Act”), the Contractor grants the Client consent to use the Work, including any of its parts and components, in an unlimited territorial and time scope for the duration of proprietary rights in the Work (the “License”). The License also covers all corrections, additions or modifications of the Work and all methods of use under the Copyright Act.

The parties agree that the remuneration for granting the License is included in the price for the Work.

The Client is entitled to publish and publicly distribute and/or make the Work available to the public in mass media (including print, television and the internet), as well as in professional, educational, business, informational, advertising, marketing, promotional and/or other communication materials, without limitation. The parties agree that the Client is not obliged to exercise the License.

The parties agree that the Contractor is not entitled to grant consent to use the Work (License) to any third party.

The Contractor expressly declares and confirms that it fully holds all rights, obligations and consents necessary to perform the Contract and confirms that by creating, handing over and presenting the Work under the Contract, no rights or legitimate interests of any third party nor any legal provisions will be infringed.

The Client is entitled to use the Work only for the purpose arising from the Contract. Any other use requires the Contractor’s consent.

09| IX. Liability for defects

The Work is defective if it is produced contrary to the Contract.

The Contractor is liable for defects the Work has upon acceptance by the Client. The Contractor is also liable for the Work having the properties agreed by the Client in the Contract.

The Client must inspect the Work without undue delay after acceptance. The Contractor is not liable for defects that the Client could or should have discovered upon acceptance when acting with professional care, and which were not notified to the Contractor without undue delay after acceptance. Recording defects in a handover protocol is also deemed a defect notice.

The Contractor is not liable for defects if such defects were caused by the use of Materials provided by the Client where the Contractor could not discover their unsuitability even with due professional care, or where the Contractor warned the Client and the Client insisted on their use. The Contractor is also not liable for defects caused by following unsuitable instructions given by the Client, if the Contractor warned the Client about their unsuitability and the Client insisted on compliance, or if the Contractor could not discover such unsuitability.

The Client must notify defects to the Contractor without undue delay after discovering them, to the Contractor’s email address. The notice must include a description of the defect and the reason why the Client considers the Work defective.

After reviewing the defect notice, the Contractor shall inform the Client whether it acknowledges the defect or not.

If the Contractor acknowledges the defect and the Contract has been breached materially by delivering a defective Work, the Client may request removal of defects (if removable), a reasonable discount from the price, or withdrawal from the Contract. The choice among these remedies belongs to the Client only if the Client notifies the Contractor in the timely defect notice or without undue delay thereafter. The Client may not change the chosen remedy without the Contractor’s consent. If the Contractor fails to remove defects within a reasonable additional period, or announces before its expiry that it will not remove them, the Client may withdraw from the Contract or demand a reasonable discount. If the Client does not choose a remedy within the time limit under this clause, the remedies for defects correspond to a non-material breach.

If the Contractor acknowledges the defect and the breach is non-material, the Client may request removal of defects or a discount from the price. Until the Client exercises the right to a discount, the Contractor is obliged to remove defects. If the Client requests removal of defects, the Client may not, before expiry of a reasonable additional period granted for this purpose, exercise other remedies, unless the Contractor notifies the Client it will not perform within that period. If the Client does not set a period or does not request a discount, the Contractor may notify the Client it will remove defects within a certain period. If the Client does not object without undue delay after receiving such notice, the notice has the effect of setting the period. If the Contractor fails to remove defects within that period, the Client may request a discount. The Client may not change the chosen remedy without the Contractor’s consent.

Rights arising from liability for defects must be exercised with the Contractor without undue delay after acceptance of the Work by the Client; otherwise, such rights expire.

Exercising defect rights does not affect the invoicing schedule and the Client’s obligation to pay invoices by their due date.

10| X. Termination of the Contract

The Contract terminates:

• by agreement of the parties,
• by fulfillment of the obligations of both parties,
• by withdrawal from the Contract for reasons stated in the GTC, the Contract or by law,
• by dissolution of the Client or the Contractor without a legal successor.

The Client has the right to withdraw from the Contract if:

• the Contractor is in delay with performing the Work for more than 30 days;
• the Contractor enters liquidation or bankruptcy is declared over its assets by a court, or a bankruptcy petition is rejected for lack of assets, or it ceases to exist without liquidation and/or the Contractor is declared insolvent by a court and/or becomes unable to pay its debts;
• in other cases set out in these GTC.

The Contractor has the right to withdraw from the Contract if:

• the Client is in delay with payment of the price for the Work or any part thereof for more than 30 days;
• the Client enters liquidation or bankruptcy is declared over its assets by a court, or a bankruptcy petition is rejected for lack of assets, or it ceases to exist without liquidation, or the Client is declared insolvent by a court and/or becomes unable to pay its debts;
• in other cases set out in these GTC.

Withdrawal from the Contract must be made in writing, delivered to the other party, and must state the reason for withdrawal, arising from the GTC, the Contract or the law.

The Contract terminates on the day the withdrawal is delivered to the other party.

A party that received performance before withdrawal shall return it. If performance is returned by the withdrawing party, it is entitled to reimbursement of associated costs. If the Contractor withdraws due to the Client’s breach, the Contractor is also entitled to payment for the part of the Work already performed.

Withdrawal does not affect the other party’s claim for damages and contractual penalties if such claim arises under the Contract and/or the law.

No other method of terminating the contractual relationship established by the Contract is permitted than those stated in this Article.

11| XI. Sanctions and contractual penalties

In the event of the Client’s delay in paying the price for the Work or any part thereof, the Contractor is entitled to claim default interest in the amount of 0.5% of the outstanding amount for each day of delay until full payment.

A contractual penalty is payable within 5 days of delivery of a demand by the entitled party to the other party.

12| XII. Force majeure; circumstances excluding liability

Delay by either party in performing an obligation under the Contract does not constitute a breach if such delay occurred due to force majeure.

Force majeure means: war, declaration of a state of emergency by the competent authority of the Slovak Republic, natural disasters, riots, strike (except a strike at the obliged party), etc.

Circumstances excluding liability mean an impediment that arises independently of the obliged party’s will and prevents it from fulfilling its obligation, provided it cannot reasonably be assumed that the obliged party could avert or overcome such impediment or its consequences, and that the obliged party could foresee such impediment at the time the obligation arose.

Liability is not excluded by an impediment that arises only after the obliged party is already in delay, or that arises from its economic circumstances.

Excluding effects are limited only to the period during which the impediment connected with such effects lasts.

The performance period agreed in the Contract is extended by the duration of force majeure or circumstances excluding liability.

The party that cannot perform in time due to force majeure or circumstances excluding liability must notify the other party without delay, including the expected duration, and must prove the circumstance unless it is publicly known.

13| XIII. Service of notices

The parties agree that any notices, demands or requests delivered under the Contract or applicable law (a “Written Notice”) by one party to the other will be delivered primarily by email to the email address stated in the Contract header, or via the electronic mailbox (e-delivery) of the other party. A Written Notice may also be delivered by post as registered mail to the last known address of the other party (the address stated in the Contract header or another address duly notified in writing), by courier, or in person against signature.

A Written Notice is deemed delivered on the day the addressee confirms receipt to the deliverer. Delivery is also deemed to occur on the day the addressee refuses to accept the Written Notice, or when the collection period expires for a postal item, or when the postal operator marks the item with “addressee moved”, “unknown addressee” or a similar note.

A Written Notice sent by email is deemed delivered upon its delivery into the addressee’s mailbox; it is also deemed delivered if the sender does not receive a delivery failure message within 24 hours of sending.

Written Notices whose delivery does not terminate the Contract may also be delivered by email to the email address stated in the Contract header. Such a Written Notice sent by email is deemed delivered at the moment of sending, regardless of whether the addressee becomes aware of its content.

14| XIV. Final provisions

The invalidity (even partial invalidity) of any provision of the Contract does not affect the validity of its remaining provisions. The parties undertake to replace an invalid provision with a new arrangement so as to achieve the original purpose of the Contract.

The Contractor reserves the right to amend these GTC. The Contractor shall notify the Client of the new wording without undue delay after changes are made.

These GTC cease to be effective on the effective date of later GTC.

Any disputes arising out of or in connection with the Contract shall be decided by a court in the Slovak Republic having subject-matter and local jurisdiction.

These GTC and the Contract are governed by the laws of the Slovak Republic.

Matters not regulated by the Contract are governed by Act No. 513/1991 Coll., the Commercial Code, as amended, and the Copyright Act.

These GTC are effective as of 26 January 2026.