01Parties and introductory provisions
These terms of business are terms within the meaning of Section 1751 of Act No. 89/2012 Coll., the Czech Civil Code ("CC"), and govern the rights and obligations of the parties arising from a service agreement concluded between the Provider and the Client. Deviating contractual provisions prevail. For infrastructure projects (EPC, works contracts, joint ventures), terms are agreed individually — these terms apply on a subsidiary basis where the contract does not provide otherwise.
Provider
| Company | Elvian Technologies s.r.o. |
| Registered office | Trojská 248/177, 171 00 Prague 7, Czech Republic |
| Company ID / VAT | 06641288 / CZ06641288 |
| Registration | Commercial Register kept by the Municipal Court in Prague |
| Contact e-mail | info@elvian.cz |
| GDPR e-mail | gdpr@elvian.cz |
| Data Protection Officer | Jana Šmidílková · jana.smidilkova@elvian.cz |
Client
The Client is exclusively an entrepreneur within the meaning of Section 420 CC. The relationship is governed by the business-to-business (B2B) regime; consumer-protection provisions of the CC do not apply.
02Scope of services
- Project development — technical studies, site selection, partnership structures with cities and regions.
- Financing structuring — preparing projects for financing by European export and development institutions and partner capital.
- Engineering and delivery management — project management, supervision and contractor coordination to European standards.
- Operations and service — dispatch, monitoring, maintenance and development of infrastructure as agreed.
- Other services specified in the contract or its annex.
03Price and payment terms
- The price is set in the contract or an approved quotation; prices are exclusive of VAT.
- Invoices are issued electronically with a 14-day maturity unless agreed otherwise; payment is deemed made upon crediting the Provider's account.
- In case of default, the Provider may charge statutory default interest; where default exceeds 30 days, it may suspend services after written notice.
- The price may be adjusted once a year for inflation per the Czech Statistical Office; extraordinary increases only by written agreement.
04Rights and obligations
Provider
- Provides services with professional care under Section 5 CC and in line with applicable law and agreed standards (in particular IEC 61850, IEC 62443 and ENTSO-E rules where relevant).
- Maintains confidentiality and binds its employees and subcontractors to it; processes personal data under the GDPR (see the Privacy Notice).
- Maintains professional liability insurance and provides proof of it on request.
Client
- Provides complete and accurate inputs in time; the Provider relies on their accuracy.
- Pays the price when due and informs the Provider without delay of changes relevant to performance.
- Keeps the Provider's know-how, methodology and pricing confidential.
05Liability and damages
- Cap: the Provider's aggregate liability is limited, under Section 2898 CC, to the sum of fees invoiced in the 12 months preceding the event giving rise to damage; the cap does not apply to damage caused intentionally or by gross negligence.
- Indirect damages excluded: the Provider is not liable for lost profit or lost business opportunities arising from causes beyond its direct control.
- Notice: damage must be notified without undue delay, at the latest within 30 days of discovery.
06Defective performance
The Client must notify defects in writing without undue delay, at the latest within 30 days of the output being made available. The Provider remedies justified defects free of charge within a reasonable period; a price reduction arises only where the defect cannot be remedied even after an additional request.
07Term and termination
- The contract is concluded for an indefinite period unless agreed otherwise; it may be ended by agreement or by notice with a 3-month notice period.
- Either party may withdraw upon material breach (Section 2002 CC) not remedied within an additional period.
- Upon termination, the Provider provides transition assistance and hands over data in a machine-readable format.
08Force majeure
Neither party is liable for non-performance caused by force majeure (Section 2913(2) CC) — in particular natural disasters, war or armed conflict, cyberattack, a major failure of energy or telecommunications infrastructure, or acts of public authority. The affected party informs the other within 5 business days; where the obstacle lasts longer than 60 days, either party may withdraw from the contract.
09Subcontractors
The Provider may engage third parties but remains liable as if performing itself; subcontractors are bound to confidentiality and comparable security standards.
10Confidentiality
The parties keep confidential information secret for the duration of the contract and 5 years thereafter; trade secrets and personal data without time limit. During the contract and for 12 months after, neither party actively solicits the other party's employees involved in performance.
11Personal data
Processing of personal data is governed by the Privacy Notice; where the Provider acts as processor under Art. 28 GDPR, the rules are agreed in a separate Data Processing Agreement (DPA).
12Communication and service of documents
Routine communication is electronic; legal acts may be made by e-mail to the contact addresses in the contract. An e-mail is deemed delivered the following business day, a postal item on the third business day after posting.
13Final provisions
- Governing law: the laws of the Czech Republic; application of the Vienna Convention (CISG) is excluded. Disputes are resolved preferably amicably, otherwise by the Provider's general court.
- Severability: invalidity of a provision does not affect the validity of the remainder (Section 576 CC).
- Assignment: only with the other party's prior written consent; transfers within a corporate transformation are not affected.
- References: the Provider names the Client as a reference only with the Client's prior written consent.
- Changes to these terms: the Provider may amend them reasonably under Section 1752 CC, giving at least 30 days' notice; the Client may reject the change and terminate the contract.