These terms govern the mutual rights and obligations between Virtunova Digital and the client. They are drawn up in Czech and English; in the event of a discrepancy, the Czech version prevails.
Zodpo s.r.o. Company ID (IČO): 196 04 408 Registered office: Chudenická 1059/30, Hostivař, 102 00 Praha 10 Operating the agency Virtunova Digital (hereinafter the „Provider“).
The Provider is not a VAT payer.
A legal entity or a natural person engaged in business that enters into a service agreement with the Provider (hereinafter the „Client“).
These General Terms and Conditions (hereinafter the „GTC“) govern the mutual rights and obligations between the Provider and the Client in general terms.
The Provider is Zodpo s.r.o., Company ID (IČO): 196 04 408, with its registered office at Chudenická 1059/30, Hostivař, 102 00 Praha 10, operating the agency Virtunova Digital, which provides the Client with website development, operation, and maintenance services and supplies the Virtunova Dirigent system.
The Client is a legal entity or a natural person engaged in business to whom the Provider provides services under the GTC on the basis of an accepted quote.
The Website is the set of web pages created by the Provider for the Client and operated on the Client's domain.
Virtunova Dirigent is a system for editing the Website, to which the Provider grants the Client access as part of the monthly fee.
The Quote is a document or email prepared by the Provider that specifies the particular form of the service, its price, and the scope of additional services.
The Agreement between the Provider and the Client is formed upon the Client's acceptance of the Quote. The Agreement takes effect at the moment the Quote is accepted. Provisions set out in the Agreement always prevail over the GTC.
The Policy, meaning the Personal Data Processing and Artificial Intelligence Policy, forms an integral part of the GTC. Provisions set out in the GTC always prevail over the Policy. The Policy is available at Privacy and AI policy.
An Invoice is an accounting document issued by the Provider to the Client on the basis of the obligation to pay the price under the Agreement and the GTC. An Invoice is due 14 days after its issue, unless both parties agree in writing on a different period.
The Prepaid Period is the period during which the Client is entitled to use the Website and Dirigent System Operation service under Section 2.3 of the GTC.
The place of delivery of all services is the Provider's registered office.
The Agreement includes a time schedule specifying the delivery deadlines of the services (hereinafter the „Schedule“).
Should the delivery of a service or a part thereof require materials to be supplied by the Client (e.g. multimedia files, approval of a design), the Client is obliged to supply such materials within a reasonable time. The delivery deadlines set out in the Schedule are automatically extended by the time during which the Provider could not proceed with the delivery of the service due to missing materials;
If the Client requests a change to the scope of the services being delivered after the Provider has begun delivering them, the Provider shall also propose an updated Schedule to the Client.
The Provider undertakes to deliver the Website Creation service to the Client:
Proposal of the Website structure tailored to the Client's requirements;
Design proposal of the Website's appearance;
Technical development of the Website;
Testing and launch of the Website. Launch means that the Website is fully functional and publicly available on the Client's domain or, if the domain is not accessible, at a temporary URL supplied by the Provider.
The Provider undertakes to:
Begin delivering the Website Creation service no later than 1 business day after the advance payment under Section 3.2.a of the GTC is credited to the Provider's account, unless the Agreement provides otherwise. The day that delivery begins is the day from which the delivery deadlines in the Schedule run;
Deliver the Website Creation service completely and free of defects;
Comply with the delivery deadlines in the Schedule, provided that the actual delivery date shall not exceed the date stated in the Schedule by more than 10 business days.
The Client undertakes to:
Accept the performance of the Website Creation service after its delivery, completely and without undue delay, but no later than 30 calendar days after the service is delivered;
Pay the price of the service on the basis of an Invoice under Section 3.2 of the GTC.
The Provider undertakes to provide the Client with the Website and Dirigent System Operation service:
Management of the Client's domain (in particular ensuring its functionality and renewing the domain registration for the duration of the Agreement). If the Client does not own the domain on which the website is to be operated, the Provider shall register the domain specified in the Agreement on the Client's behalf, where such registration is possible;
Operation of the Website on the Client's domain (under Section 2.6.a of the GTC);
Maintenance and security of the Website;
Supply and operation of the Virtunova Dirigent system and access to the system;
Continuous improvement of and addition of features to the Virtunova Dirigent system;
Training of the Client in working with the Virtunova Dirigent system;
Technical support for the Client.
The Provider undertakes to begin providing the Website and Dirigent System Operation service no later than 1 business day after both of the following conditions are met:
The Provider has delivered the Website Creation service completely and free of defects;
The Client has fulfilled its obligations under Section 2.5 of the GTC and the payment under Section 3.3 of the GTC has been credited to the Provider's account.
The Provider undertakes to:
Provide the Website and Dirigent System Operation service properly and with professional care throughout the Prepaid Period and to strive for its uninterrupted availability;
Address errors that prevent the Client from using the service, as a priority and without undue delay.
An interruption or limitation of the availability of the service does not constitute a breach of the Provider's obligations under Section 2.8 of the GTC where it is caused in particular by:
Planned maintenance, updates, or modifications of the Website or the Virtunova Dirigent system, of which the Provider informs the Client at least 5 business days before they are carried out;
An outage or limitation caused by a third party or by circumstances beyond the Provider's reasonable control (in particular the hosting or data centre provider, the domain registrar, the connectivity provider, or an attack on the infrastructure);
Conduct of the Client or persons on the Client's side, or content or modifications inserted into the Website by the Client;
Force majeure, meaning an extraordinary, unforeseeable, and insurmountable obstacle arising independently of the Provider's will (in particular a natural disaster, power or telecommunications outage, large-scale cyberattack, strike, epidemic, state of war, or intervention by a public authority) that temporarily prevents the Provider from performing its obligations. The Provider is not in default for the duration of the force majeure event.
The Provider shall always make reasonable efforts to keep the duration of any such interruption to the necessary minimum and, where possible, shall inform the Client of the interruption.
The Provider publishes indicative prices of its services in the Price List.
The price of the Website Creation service is agreed in the Agreement and its payment is split into 2 parts:
25% of the agreed price is paid by the Client to the Provider's account before the service is provided, as an advance payment;
75% (the remaining amount) is paid by the Client to the Provider's account after the service is delivered.
The price of the Website and Dirigent System Operation service is agreed in the Agreement in the form of a monthly or annual flat fee. The Provider shall issue the Client an Invoice for the next period no earlier than 30 calendar days before the end of the current Prepaid Period.
By paying this Invoice no later than on the last day of the current Prepaid Period, the Prepaid Period is extended by the chosen period under Section 3.4 of the GTC;
If the Client does not pay the Invoice by the end of the current Prepaid Period, the Provider shall suspend the delivery of all services under Section 8.12 of the GTC. Subsequently, either the delivery of services is resumed after the Invoice is paid, or the Provider withdraws from the Agreement under Section 8.9 of the GTC;
The Client may at any time, but no later than by the end of the current Prepaid Period, notify the Provider in writing that it does not wish to extend. In such a case, the Client is deemed to terminate the Agreement by notice under Section 8.3 of the GTC.
The Client may pay the price of the Website and Dirigent System Operation service in one of two forms offered by the Provider:
The monthly flat fee extends the Prepaid Period by 30 calendar days;
The annual flat fee extends the Prepaid Period by 1 calendar year. The price of the annual flat fee is 12 times the price of the monthly flat fee reduced by 10%.
The Client may change the form of the flat fee under Section 3.4 of the GTC at any time by notifying the Provider. In such a case, the Provider shall offer the Client a new flat fee amount. The new form of the flat fee takes effect by an amendment to the Agreement on the day following the end of the current Prepaid Period. If the Client rejects the offer, the Agreement is deemed to remain unchanged.
Where the services include the registration and management of a domain on the Client's behalf, the price of the service is increased by the cost of registering or renewing the domain. The Provider shall notify the Client of this fact no later than 30 calendar days before the Provider pays this cost.
The Client is entitled to a 100% discount on the monthly fee for a period of 6 months if, on the Client's recommendation, another client enters into cooperation with the Provider.
The Client has the right to use the discount repeatedly and without limitation.
The discount is applied according to the form in which the flat fee is paid:
Annual payment – the Client is refunded 50% of the amount paid. If the Client has used the referral discount twice in 1 calendar year (the Client has been refunded the entire amount paid), Section 4.3.b of the GTC applies;
Monthly payment – the Client's Prepaid Period is extended by 180 calendar days.
Additional services are provided within the Virtunova Dirigent system, for example blog management or portfolio management.
The list of specific additional services is set out in the Agreement.
The price of the additional services is included in the price of the services.
The Client is the owner of the website content and all stored website data, including the domain and all multimedia.
The Client has the right to request a data export at any time. The Provider shall securely and free of charge send the Client all of the Client's website data (texts, multimedia files, data stored in the Client's database, etc.).
The Provider is the owner of the website design.
The Client holds a non-exclusive licence to use the design on its website for the duration of the Agreement.
The Client's right to use the website design expires together with the termination of the Agreement and the end of the Prepaid Period. By agreement of the parties, the Client may be allowed to use the design even after the cooperation ends.
Where the Client operates content on the Website that includes personal data (in particular data of the Client's visitors, prospects, and customers), the Client is the controller of such data and the Provider is its processor under Art. 28 GDPR. This section of the GTC constitutes the data processing agreement between the Client and the Provider. Personal data of the Client and its contact persons that the Provider processes for its own purposes (in particular performance of the Agreement, invoicing, and communication) is processed by the Provider as a controller.
The Provider processes personal data for the duration of the Agreement (and further for the period under Section 8.5 of the GTC) to the extent necessary for providing the services under section 2 of the GTC, in particular by storing, backing up, displaying, and securing the data within the Website and Dirigent System Operation service. The subject of the processing is the data entered into the Website by the Client or its visitors (typically identification and contact data, the content of form messages, and operational data). The categories of data subjects are in particular the Client's visitors, prospects, and customers.
The Provider processes personal data exclusively on the basis of the Client's documented instructions, which means the Agreement, these GTC, and any written instructions of the Client. If the Provider considers an instruction to be in conflict with the GDPR or other data protection legislation, it shall notify the Client without undue delay.
Access to the data stored on the Client's Website is limited to those employees of the Provider who need access to ensure performance of the Agreement and who are bound by confidentiality.
The Provider has adopted and maintains technical and organisational measures corresponding to Art. 32 GDPR, in particular encrypted data transfer, encrypted backups, access management, and regular security updates.
The Provider undertakes not to sell or pass on the Client's data to third parties for their own purposes. The Client grants the Provider a general authorisation to engage sub-processors. The Provider shall impose on each sub-processor data protection obligations corresponding to this section. As of the effective date of the GTC, the Provider uses the following sub-processors, with whom it has concluded data processing agreements:
Cloudflare, Inc. – protection against web robots and encrypted data backups: data processing agreement;
ActiveCampaign, LLC – delivery of automated emails: data processing agreement;
Hetzner Online GmbH – server operation: data processing agreement;
Laravel Holdings Inc. – server management: data processing agreement.
Transfers of data to companies based in the United States of America are safeguarded by their certification under the EU-U.S. Data Privacy Framework.
The Provider assists the Client in fulfilling its obligations under Arts. 32 to 36 GDPR and in handling data subject requests (in particular requests for access, rectification, or erasure). If the Provider receives such a request directly, it shall forward it to the Client without undue delay and shall not respond to it without the Client's instruction.
If the Provider discovers a personal data breach concerning data processed for the Client, it shall report it to the Client without undue delay, and no later than 48 hours after discovery, together with the available information under Art. 33(3) GDPR.
The Provider shall provide the Client, on request, with the information necessary to demonstrate compliance with the obligations under this section. An audit or inspection may be carried out no more than once every 12 months, subject to prior agreement on its date and scope, during normal business hours, and at the Client's expense, unless the audit reveals a breach of the Provider's obligations.
The Provider may allow internal artificial intelligence tools to access the Client's Website for the purpose of ensuring and improving the quality of the services. The Provider is responsible for ensuring that the data on the Client's Website is handled responsibly and under human oversight. The Provider does not enter the Client's data into AI tools that would use it to train models.
The Agreement is concluded for an indefinite period. The Agreement may be ended by termination by notice, by withdrawal, or by agreement of both parties.
Both a notice of termination and a withdrawal from the Agreement must be communicated to the other party in writing. Any other form of communication is disregarded.
The Client has the right to terminate the Agreement by notice at any time and without stating a reason. The notice period begins upon delivery of the notice to the Provider and ends on the last day of the current Prepaid Period. Throughout the notice period, the Client has the right to use the Website and Dirigent System Operation service in full. The Agreement expires at the end of the notice period.
Upon expiry of the notice period under Section 8.3 of the GTC:
The Client's access to the Virtunova Dirigent system is revoked;
The operation of the Client's Website is discontinued;
The Provider hands over access to the Client's domain to the Client (or invalidates its own access).
The Client has the right to request a data export under Section 6.2 of the GTC even after the Agreement has ended, within 3 months of the end of the Prepaid Period. The Provider undertakes to keep the Client's data securely stored for this period. After this period expires, the Client's data is deleted (unless legal regulations require its further storage) and a data export will no longer be possible.
The Client may request the release of its domain even before the end of the Prepaid Period. In such a case, the Provider is technically unable to continue delivering the Website and Dirigent System Operation service. This does not end or suspend the Prepaid Period.
The Client may request the resumption of the Website and Dirigent System Operation service on the agreed domain even after that domain has been released under Section 8.6 of the GTC, provided the Prepaid Period is still running.
If the Client has used the annual flat fee form of payment for the Website and Dirigent System Operation service, the Client has the right to a refund of the proportionate amount if it terminates the Agreement by notice within 14 calendar days of the start of the service. In such a case, the notice period ends on the day the notice is delivered to the Provider.
The Provider has the right to withdraw from the Agreement if:
The Client is in default in any respect (e.g. failure to pay an Invoice by its due date, failure to supply the necessary materials, failure to accept the service) and fails to remedy the situation even within an additional period of 7 calendar days from the delivery of the Provider's written demand;
The Provider has a reasonable suspicion that the Client is using the delivered services for activities that are illegal in the Czech Republic or in the territory where the Client uses the delivered services.
If the Provider withdraws from the Agreement under Section 8.9.b of the GTC:
The Agreement expires at the moment the withdrawal is delivered, and the Prepaid Period ends at the same moment;
The Provider shall refund the Client the proportionate part of the paid flat fee within 30 calendar days of the withdrawal from the Agreement;
Section 8.5 of the GTC does not apply where a data export could result in a breach of the legal regulations of the Czech Republic or of the territory where the Client uses the delivered services.
If the Provider withdraws from the Agreement under Section 8.9.a of the GTC, the procedure follows Sections 8.3 and 8.4 of the GTC by analogy.
The Provider has the right to suspend the delivery of services if it has a reasonable suspicion that the Client is in breach of these GTC. In such a case, the Prepaid Period is extended by the duration of the suspension. The suspension of services is without prejudice to the Provider's right to withdraw from the Agreement under Section 8.9 of the GTC.
The Provider is liable for damage caused to the Client by a breach of its obligations under the Agreement and the GTC. However, the Provider is not liable for lost profit, indirect, consequential, or incidental damage, or for loss of data beyond the scope of the most recent data backup performed by the Provider.
The total aggregate amount of damages that the Provider is obliged to pay the Client is limited to an amount equal to the sum of the payments for the Website and Dirigent System Operation service paid by the Client in the 12 months preceding the occurrence of the damage.
The limitations under Sections 9.1 and 9.2 of the GTC do not apply to damage caused by the Provider intentionally or through gross negligence, or to rights that cannot be limited by law.
The GTC form an integral part of the Agreement between the Provider and the Client.
Matters not governed by the GTC or the Agreement are governed by the laws of the Czech Republic.
The Provider reserves the right to amend the GTC. The Provider is obliged to notify the Client of an amendment to the GTC no later than 30 calendar days before the new GTC take effect.
The Client has the right to reject the new wording of the GTC. In such a case, the Client is deemed to terminate the Agreement by notice, with the notice period ending on the last day of effect of the original GTC.
The GTC are drawn up in the Czech and English languages. In the event of any discrepancy between the language versions, the Czech version prevails.