1. INTRODUCTION
1.1. In these General Terms and Conditions, the following definitions apply unless otherwise specified in the Service Agreement:
“Terms” refers to these General Terms and Conditions;
“Client” or “you” refers to the party receiving Services from Global Consulting Group s.r.o.;
“Global Consulting Group s.r.o.” is a corporation established under Czech Republic law, with company number 27160963 and registered address at Bílkova 855/19, 110 00 Prague 1, Czech Republic;
“Services” refers to the consulting services offered by Bílkova 855/19 to Clients, in line with the Service Agreement between Global Consulting Group s.r.o. and the respective Clients;
“Service Agreement” is a written or verbal contract outlining the terms and conditions for services between the Client and Global Consulting Group s.r.o., specifying the scope of Services provided and the associated fees;
“Negotiations” refers to any correspondence, whether written, electronic, oral, or otherwise, between the Client and Global Consulting Group s.r.o. concerning the provision of Services;
“Global Consulting Group s.r.o. Website” refers to https://smartintelligence.eu, where the Services are detailed;
“Business Day” is a day other than Saturday, Sunday, or public holidays defined as non-working days by Czech Republic law;
“Data Protection Legislation” refers to the General Data Protection Regulation (EU 2016/679) and any amendments or replacements in force in the Czech Republic at any given time;
“Intellectual Property Rights” encompass all patents, rights to inventions, utility models, copyrights and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database rights, moral rights, and other intellectual property rights, whether registered or unregistered, including all applications for and renewals or extensions of such rights and all similar or equivalent rights or forms of protection worldwide;
“Confidential Information” includes:
- Information about the Disclosing Party’s employees, management, owners, business partners, or clients;
- The content and existence of discussions between the Parties regarding the Purpose, terms and conditions, and possible business relationships;
- Any information, data, business plans, financial data, trade secrets, or know-how disclosed to the Receiving Party or its Representatives, directly or indirectly by the Disclosing Party, whether prior to, on, or after the Effective Date, in writing, electronically, orally, or otherwise, regardless of whether it is marked as confidential;
- All information and related materials of any nature concerning the Purpose and commercial, financial, marketing, technical, or other information, know-how, software code, trade secrets, and other information about a Disclosing Party in any form or medium, along with any reproductions of such information in any form or medium or any part(s) of such information;
- Information related to future plans of the Disclosing Party and/or its affiliated companies, suppliers, clients, or other third parties that is in use, planned, or under development, such as marketing strategies, new product research, pending projects and proposals, proprietary production processes, research and development strategies, and similar items;
- Any proposed costs and/or estimated fees for any services offered by the Disclosing Party;
- Any other information related to the Disclosing Party that a reasonable business person would consider confidential;
excluding any information that:
- is publicly available at the time of disclosure or becomes publicly available due to reasons other than a breach by the Receiving Party;
- was already in the possession of the Receiving Party or its Representatives without any restrictions on its use or disclosure before being disclosed by the Disclosing Party;
- After disclosing the information to the Receiving Party, it becomes available to the Receiving Party (as demonstrated by written records or other reasonable evidence) or its Representatives from a source not affiliated with the Disclosing Party, which is not legally or contractually prohibited from sharing such information; or
- The Receiving Party can demonstrate (through written records or other reasonable evidence) that the information was independently developed without using the Confidential Information;
l. “Subcontractor” refers to an independent contractor with the necessary qualifications to provide the relevant services and contracted by Global Consulting Group s.r.o., as confirmed by a written agreement.
m. “AML Rules” signify the principles for preventing money laundering and terrorism financing, derived from Act No. 253/2008 Coll. (AML law) on Selected Measures of the Legitimization of Proceeds of Crime and Financing of Terrorism, as amended.
1.2. These Terms serve as the standard terms and conditions under which Global Consulting Group s.r.o. offers its Services to Clients.
1.3. These Terms regulate the provision of all Services by or on behalf of Global Consulting Group s.r.o. to its Clients and apply to all legal relationships between Global Consulting Group s.r.o. and its Clients.
1.4. These Terms become legally binding upon the Client’s acceptance of the Terms (“Effective Date”) and extend their legal effect to any negotiations and/or legal relations between the Client and Global Consulting Group s.r.o., starting from the Client’s initial communication with Global Consulting Group s.r.o., whether before, on, or after the Effective Date of these Terms.
1.5. These Terms should be read in conjunction with any Service Agreement between Global Consulting Group s.r.o. and the Client, which may reference these Terms as needed. In case of inconsistency, conflict, or contradiction between these Terms and the provisions of the Service Agreement, the Service Agreement’s provisions take precedence.
1.6. By agreeing to these Terms, the Client accepts their applicability to future agreements between the Client and Global Consulting Group s.r.o., even if not explicitly stated.
2. OUR SERVICES
2.1. Global Consulting Group s.r.o. commits to providing Services to its Clients in accordance with all relevant laws, regulations, codes of practice, and professional standards, using reasonable skill, care, good faith, and professional practice. However, Global Consulting Group s.r.o. does not guarantee that the Services or any related documents will be free of errors or that any issues will be rectified.
2.2. Global Consulting Group s.r.o. reserves the right to decide how its Services will be delivered to its Clients, taking into account the Clients’ reasonable requests and instructions whenever possible.
2.3. Global Consulting Group s.r.o. may engage Subcontractors with specialized expertise to assist in providing its Services, as long as these third parties adhere to confidentiality obligations comparable to those applicable to Global Consulting Group s.r.o.
2.4. Global Consulting Group s.r.o. operates as an independent contractor and is not an employee or agent of the Client.
2.5. Any timeframes or deadlines specified in the Service Agreement for the provision or completion of Services by Global Consulting Group s.r.o. are solely estimates and should not be considered binding. Additionally, the parties acknowledge that the timeline for the Services’ performance may change during the execution process. Global Consulting Group s.r.o. will not be held responsible for any delays in providing these Services.
2.6. Due to the nature of the Services, the Client agrees not to hold Global Consulting Group s.r.o. accountable for any losses incurred, regardless of their nature, resulting from the advice of its employees.
3. CLIENT’S OBLIGATION
3.1. The Client must consistently and promptly supply all information and documents that Global Consulting Group s.r.o. deems necessary to perform its Services accurately.
3.2. The Client must cooperate fully to ensure the proper and timely delivery of Services and must inform Global Consulting Group s.r.o. of any relevant facts and circumstances related to the provision of its Services.
3.3. The Client guarantees the accuracy, completeness, and reliability of all information and documents provided to Global Consulting Group s.r.o. The Client’s information provided to Global Consulting Group s.r.o. is assumed to be true, accurate, and not misleading to the best of the Client’s knowledge (Global Consulting Group s.r.o. will not verify the accuracy and completeness of the Client’s information unless explicitly agreed upon when providing the Services).
3.4. Global Consulting Group s.r.o. shall not be held responsible for any loss or damage resulting from reliance on any information or inaccuracies or defects in any documents provided by the Client.
3.5. The Client must promptly notify Global Consulting Group s.r.o. of any changes to the provided information.
3.6. The Client must not disclose or make public the contents of proposals, reports, presentations, memos, or other communications from Global Consulting Group s.r.o. Additionally, the Client must not reveal any methods or work strategies employed by Global Consulting Group s.r.o. in providing its Services without written permission.
3.7. The Client must not use Global Consulting Group s.r.o.’s name or opinions in connection with any prospectus, financial statement, or other public documents without the written consent of Global Consulting Group s.r.o.
4. FEES AND EXPENSES
4.1. The Client must pay Global Consulting Group s.r.o. fees at the rate outlined in the Service Agreement, invoice, or other payment documents.
4.2. Unless stated otherwise in the Service Agreement, Global Consulting Group s.r.o. is entitled to reimbursement from the Client for all reasonable and legitimate travel and accommodation expenses incurred during the performance of their duties, subject to providing satisfactory evidence as required by the Client.
4.3. Unless stated otherwise in the Service Agreement, payment must be made within ten (10) days of receiving an invoice or other payment documents for services rendered. Payment should be deposited into the bank account specified in the invoice or other payment documents.
4.4. The Client is responsible for any additional costs arising from delays in completing the Services due to the Client’s failure to provide the necessary information and documentation to Global Consulting Group s.r.o.
5. CONFIDENTIALITY AND DATA PROTECTION
5.1. Both parties must maintain confidentiality regarding any information obtained from the other party in connection with the Services, both during and after the Services are provided. Neither party may use such information except for the Services or disclose it to a third party without the other party’s prior written consent.
5.2. The receiving party must keep all Confidential Information confidential, not disclose it to anyone, and use it only for the purpose it was provided and no other purpose.
5.3. Rights and obligations related to data processing must be strictly governed according to applicable Data Protection Legislation.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Any pre-existing Intellectual Property Rights of either party used in connection with the Services will remain vested in that party. The other party is granted a license to use those rights as necessary to provide or benefit from the Services.
6.2. All Intellectual Property Rights created during the provision of the Services belong to Global Consulting Group s.r.o. The Client has a royalty-free, perpetual license to use those rights within their own business to benefit from the Services.
7. FORCE MAJEURE
7.1. If either party is affected by Force Majeure, it must promptly inform the other party in writing and keep the party informed about its duration and any changes in circumstances.
7.2. Global Consulting Group s.r.o. is not liable for any breach of obligations resulting from circumstances beyond its control, including but not limited to fire, strikes, insurrection, riots, embargoes, material shortages, transportation delays, civil or military authority requirements, war, civil unrest, terrorist actions, pandemics, or other similar force majeure events. If such events continue for 60 (sixty) days, Global Consulting Group s.r.o. has the right to terminate the Service Agreement without liability to the Client by providing written notice.
8. TERMINATION
8.1. These Terms remain in effect until terminated by either the Client or the Company.
8.2. Global Consulting Group s.r.o. reserves the right to terminate these Terms at any time and for any reason, in accordance with the law and the Service Agreement.
8.3. Global Consulting Group s.r.o. will attempt to provide the Client with at least 14 (fourteen) days’ notice of its intention to end the provision of Services but reserves the right to cease services immediately if necessary (especially in cases of AML law and/or AML rule violations), and in accordance with the law.
8.4. These Terms and other relevant documents will be immediately terminated if the Company and the Client mutually agree to such termination.
9. ADHERENCE TO LEGAL REQUIREMENTS
9.1. Global Consulting Group s.r.o. will fulfil its obligations under the Service Agreement in accordance with applicable legal requirements.
9.2. In executing its obligations under the Service Agreement, Global Consulting Group s.r.o. will comply with all relevant requirements contained in or impacted by current legislation related to health, safety, and welfare at work.
10. APPLICABLE LAW AND JURISDICTION
10.1. The Service Agreement is governed and interpreted under the laws of the Czech Republic.
10.2. All disputes that cannot be resolved amicably and through negotiation will be referred to the appropriate courts in the Czech Republic, with both parties consenting to the jurisdiction of those courts.
11. CLOSING PROVISIONS
11.1. All provisions of the Terms that, by their nature, extend beyond the termination of these terms will remain binding and in effect after termination or expiration of these terms, especially regarding the protection of all Intellectual Property Rights and Confidential Information of the parties.
11.2. If any provision in these Terms is deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be affected or impaired, and such provision will be ineffective only to the extent of the invalidity, illegality, or unenforceability.
11.3. These Terms apply in conjunction with the Service Agreement and have a legally binding and obligatory effect for the Parties.