Terms and conditions.

01Scope and order of precedence

These general terms and conditions (the “Terms”) govern the contractual relationship between LISTIFY s.r.o., Company ID: 04198042, VAT ID: CZ04198042, with its registered office at Rybná 716/24, Staré Město, 110 00 Prague 1, Czech Republic, registered in the Commercial Register kept by the Municipal Court in Prague, Section C, Insert 243995 (“Listify”), and the client in connection with the development of websites, online stores, applications, and systems and their operation, management, support, and marketing. They are issued under Section 1751 of Act No. 89/2012 Coll., the Czech Civil Code (the “Civil Code”).

We provide our services only to businesses and legal entities for their business purposes. We do not provide them to consumers; if a client were a consumer, we would enter into an individual contract with them.

In the event of a conflict, the following documents take precedence in this order: an individual contract, the Data Processing Agreement (DPA) in matters of personal data, the Non-Disclosure Agreement (NDA) in matters of confidentiality, the accepted quote including its annexes, and these Terms. The client's own terms and conditions do not apply, even if the client refers to them, unless Listify expressly accepts them in writing (Section 1751(2) of the Civil Code).

02Definitions

• Quote: a document setting out the scope, price, schedule, and terms, which the client receives in the client account.
• Project: the performance agreed under a single accepted quote or contract.
• Work: a website, application, system, design, written content, or other output created for the client.
• Ongoing services: management, support, monitoring, marketing, and other services billed on a recurring basis or based on time records.
• Client account: the secure environment at listify.cool for approving quotes, changes, and handovers, submitting tickets, sharing materials, and accessing invoices.
• Change request: a change to the scope, deadline, or price after the quote has been accepted.
• Business day: any day other than a Saturday, a Sunday, or a public holiday in the Czech Republic.

03Quotes and formation of the contract

A quote is valid for 14 days from the date it is sent, unless it states otherwise. The contract is formed when the client accepts the quote in the client account, when the contract is signed, or when Listify confirms the order in writing. An acceptance with any addition or deviation is not an acceptance of the quote, even if it does not materially change its terms (Section 1740(3) of the Civil Code).

A confirmation in the client account after logging in with personal login credentials constitutes a signature within the meaning of Section 561(1) of the Civil Code. We record the person's name and role, the date and time, the IP address, the device, the version of the quote, and the version of these Terms. We send a confirmation by email.

The person accepting the quote represents that they are authorized to act on behalf of the client. Listify may ask the client's statutory body to confirm this.

04Scope of performance

The scope of performance is defined by the accepted quote and its annexes (specifications, wireframes, schedule). Anything not listed there is not included in the price. For hourly work, estimates of hours and deadlines are indicative unless they are expressly marked as binding or agreed with a cap.

Listify performs with professional care in line with the state of the art at the time of performance. Listify may choose the technologies, architecture, and methods unless the quote specifies them.

05Client cooperation

The client will provide the cooperation needed for performance on time and free of charge. In particular, the client will:

• deliver materials, content, access, and information in the agreed scope and by the agreed deadline,
• appoint a contact person authorized to approve deliverables,
• provide feedback and approvals within 5 business days of a request,
• ensure that it holds the necessary rights to the materials it provides (text, photos, logos, data) and that their use does not infringe the rights of third parties or violate the law.

06Delays in client cooperation

If the client is late in providing cooperation, Listify's deadlines are extended by at least the length of the delay plus the time needed to resume work. Listify will notify the client of the delay in the client account.

If the delay lasts more than 10 business days, Listify may invoice reasonably incurred costs and work already performed. If it lasts more than 30 days, Listify may suspend the work and reschedule it based on its current capacity, or withdraw from the contract under the article on termination.

07Deadlines

Deadlines in a quote are binding only if they are expressly marked as binding. All other deadlines are planned dates, and Listify will inform the client of any change to them without undue delay.

If Listify misses a binding deadline for reasons of its own, it will give the client a discount of 0.05% of the price of the affected stage for each day of delay, up to a total of 10% of the price of that stage. The discount is deducted from the next invoice. Delays caused by the client's late cooperation or by a change request do not count.

If Listify is more than 30 days late with a binding deadline for reasons of its own, the client may withdraw from the affected part of the contract after first giving written notice that sets an additional period of at least 14 days. In that case, Listify will refund the price paid for the part of the performance that has not been delivered.

08Price

Prices exclude VAT, which is added at the statutory rate applicable on the date of the taxable supply.

• A fixed price covers only the scope stated in the quote, including 2 rounds of feedback for each phase, unless the quote provides otherwise.
• We bill hourly work in 15-minute increments based on time records that the client can view at any time in the client account.
• Third-party costs (licenses, domains, certificates, paid APIs, ad credit, fonts, stock photos) are paid by the client unless they are expressly included in the price. We list them in the quote in advance, or the client approves them.
• Listify may adjust the prices of ongoing services no more than once every 12 months, with at least 60 days' prior notice. In that case, the client may terminate the service effective on the date the change takes effect.
• Work outside business hours at the client's express request is billed with the surcharge stated in the quote.
• Contributions from support programs (for example, the “Training for Businesses” program) are decided by the program provider. Listify will help with the supporting documents but does not promise that a contribution will be granted, and the price does not depend on it.

09Withdrawal before development

For websites, online stores, applications, and systems, programming starts only after the design is approved. Until the design is approved, the client may withdraw from the project without penalty. The client pays only for work performed up to the withdrawal according to the schedule in the quote, up to the amount of the advance payment; Listify will refund any unused part of the advance payment within 14 days.

For logos and visual identity, if the client does not choose any of the concepts presented, the client may withdraw from the project and pays only for the briefing and research phase stated in the quote. The concepts presented remain with Listify.

10Payment terms

• For projects, we invoice an advance payment of 50% of the price after the quote is accepted and the balance according to the payment schedule in the quote, or otherwise on handover. Work starts once the advance payment has been received.
• We invoice hourly work as of the last day of each month and ongoing services monthly in advance.
• We send invoices electronically to the client account and by email. Invoices are due within 14 days of issue.
• If the client is late with a payment, Listify is entitled to statutory default interest (Government Regulation No. 351/2013 Coll.) and a lump-sum compensation for the costs of recovering the debt under the same regulation.
• If a payment is more than 14 days overdue, Listify may suspend work and ongoing services after giving prior notice with a period of at least 5 business days. Deadlines are extended by the length of the suspension. We do not delete the client's data as a result.
• The client may set off only claims that Listify has acknowledged or that have been awarded by a final decision.

11Changes in scope

Both the client and Listify may submit a change request in the client account. Within 3 business days, Listify will price it and state its impact on the deadline. Work on the change starts only after it has been approved in the client account.

We make minor changes of up to 30 minutes within an ongoing stage without separate approval and list them in the time records. Listify will always price in advance any change that would significantly affect a phase that has already been approved.

12Handover and acceptance

We hand over the work, or a stage of it, with a handover record in the client account, usually in a test environment. Within 5 business days, the client either accepts the work or reports the defects that prevent its use, with a description of how to reproduce them.

If the client does not respond within this period, Listify will notify the client in the client account and by email. The work is deemed accepted if the client does not respond within 3 business days of that notice either, or if the client starts using it in production. Minor defects that do not prevent use do not prevent acceptance; Listify will fix them by an agreed date.

Once the defects that prevent use have been fixed, acceptance is repeated only for the fixed defects.

13Defect fixes

We fix defects in the work free of charge if the client reports them to us within 180 days of acceptance (free fixes after launch), unless the quote sets a longer period. A defect must be reported by a ticket in the client account without undue delay after it is discovered, with a description and the steps to reproduce it.

Listify will remedy a valid defect with a fix or a workaround. If Listify fails to remedy it even within an additional reasonable period, the client is entitled to a reasonable price reduction and, for a material defect, to withdraw from the affected part of the contract.

Free fixes do not cover defects caused by interference by the client or a third party, by the client's materials, by changes to the environment (updates to browsers, operating systems, APIs, and third-party services), by operation outside the recommended environment, or by failure to follow Listify's instructions. New features and changes that are not defects are change requests.

14Support, SLA, and maintenance

We accept requests by ticket in the client account. Response times by priority are shown on the ticket form or set out in the support agreement; a response time is not a resolution time. Outside business hours, we handle only critical requests, and only if this has been agreed.

We provide security updates, backups, and monitoring only to the extent of an agreed maintenance service. Without one, the client is responsible for updates and backups.

Plans, priorities, response times, availability, and compensation are set out in detail in the SLA and Support Terms.

15Hosting and infrastructure

Listify does not provide hosting and does not operate servers or data centers. As standard, we run projects on Vercel (websites and applications) and Neon (PostgreSQL databases), for clients from the Czech Republic and Slovakia primarily in the Frankfurt region (Germany, EU), and for projects aimed at other countries in the region closest to their users, under an account held in the client's name. We choose a location outside the EU only with the client's consent. The client has a direct contractual relationship with these providers. We can also manage projects we take over on the client's original infrastructure, or migrate them to Vercel and Neon.

Listify sets up the provider accounts in the client's name, adds itself as a team member, configures them, and manages them as part of the agreed maintenance service. The client enters the payment details in the account. The provider may also charge for seats used by Listify team members (for example, on the Vercel Pro plan); we state the amount of these fees in the quote in advance.

For smaller projects (landing pages, company websites), the account may be held in Listify's name if agreed in the quote. At the client's request, we will transfer it to the client's name at any time, free of charge.

The client pays the provider's fees directly unless the quote provides otherwise. The hosting provider is responsible for the availability and security of its infrastructure and for its own changes and terms; Listify is responsible only for the parts it has set up and manages itself.

When our maintenance ends, we hand over access credentials, configuration, and documentation, and we provide reasonable cooperation in the transition to another provider. We announce planned work affecting operation in advance in the client account.

16Subcontractors, third parties, and open source

Listify may perform through subcontractors and is liable for them as if it had performed itself (Section 1935 of the Civil Code).

The work may include third-party libraries, components, and services, including open source. These are governed by their own licenses, which we will provide on request. Listify is not responsible for the availability, changes, or pricing of third-party services (payment gateways, carriers, APIs, hosting and cloud providers).

17Copyright

Until the price has been paid in full, Listify grants the client only a non-exclusive license to use the work for testing and approval.

Upon full payment of the price, Listify assigns to the client the right to exercise the economic rights in the work (Section 58 of the Czech Copyright Act). The client deals with the work as its owner: it may use it, modify it, combine it with other works, sell it, or license it to others. The fee for the assignment is included in the price.

We will hand over the source code, access credentials, and documentation on request after payment. Listify's general know-how, methods, templates, libraries, and internal tools that were not created exclusively for the client remain with Listify; the client receives a non-exclusive license to them to the extent needed to use and further develop the work.

Listify may feature the work in its portfolio and client references. The client may object to this at any time by sending a message in the client account.

Details on the transfer of rights and source code, open source, and client data are set out in the Ownership and Copyright document.

18Content and client responsibility

The client is responsible for the content of the website or application (text, images, prices, terms and conditions, consumer information) and for its compliance with the law, even if Listify uploads, translates, or prepares it based on the client's instructions. Listify does not review content for legal compliance unless this has been expressly agreed.

The client is responsible for meeting the obligations of a website or application operator, in particular under the GDPR, the cookie rules, the Czech Consumer Protection Act, and the Czech Accessibility Act (Act No. 424/2023 Coll.). Listify designs and develops to WCAG 2.2 AA unless the quote provides otherwise; an accessibility audit and an accessibility statement are separate services.

19Artificial intelligence

Listify may use artificial intelligence tools in its work (for example, for writing code or text, or for analysis). It enters the client's confidential information and personal data into these tools only under settings that exclude their use for model training. A human always reviews the outputs, and Listify is responsible for them as for its own performance.

If the work includes AI features (a chatbot, content generation, automation), Listify will propose how to meet the transparency obligations under Article 50 of Regulation (EU) 2024/1689 (AI Act), in particular informing users that they are interacting with AI. The client, as the deployer, is responsible for how the AI features are deployed and used, for any content the client publishes, and for decisions made based on AI outputs.

20Security testing

Listify performs penetration tests and security audits only on the basis of a written test authorization that defines the scope, environment, timing, and contact persons. The client represents that it owns the systems being tested or has the consent of their owner and operators (for example, the hosting provider) where their rules require it.

Listify tests only within the agreed scope and time frame and proceeds so as to disrupt operations as little as possible. Listify is not liable for disruption that is a normal consequence of a test carried out in accordance with the authorization. We perform high-risk tests in a test environment where one is available.

A test identifies vulnerabilities within its scope and at the time it is performed and does not ensure that the system has no other vulnerabilities. We report critical findings without delay. The report and findings are the client's confidential information.

21Marketing and advertising

We set up ad accounts, analytics, and content in the client's name, and they remain the client's after the relationship ends. The client pays the ad spend directly to the ad network, and it is not part of the management fee.

We do not promise specific results (number of inquiries, search rankings, traffic) unless they are expressly agreed in the quote, because they also depend on the market, the competition, and the ad networks' rules. We commit to professional work, regular reporting, and transparent billing.

The client approves ad messaging and is responsible for the accuracy of claims about its products. Listify makes sure campaigns comply with the ad networks' rules and will alert the client to any risks it is aware of.

22Cybersecurity

If the client is a provider of a regulated service under Act No. 264/2025 Coll., on Cybersecurity, it will inform Listify before the contract is concluded. The security requirements that Listify must meet as a supplier will be agreed and priced in the quote or contract.

Listify will notify the client of any security incident affecting the client's services or data without undue delay, and no later than 24 hours after discovering it, and will cooperate in resolving it.

23Confidentiality

Each party will keep confidential the other party's non-public information that it learns in connection with the relationship, including in particular business plans, prices, source code, login credentials, customer data, and know-how. The parties use such information only for the purposes of the relationship and disclose it only to staff and subcontractors bound by the same obligation.

The confidentiality obligation lasts for the duration of the relationship and for 2 years after it ends, and for login credentials, personal data, and trade secrets, for as long as they retain that character.

These Terms do not set a contractual penalty for breach of confidentiality. A contractual penalty is agreed only in a separate Non-Disclosure Agreement (NDA), which the client signs expressly in the client account or together with the quote. If the parties have signed an NDA, it takes precedence over this article.

24Personal data

If Listify processes personal data on behalf of the client (for example, the data of online store customers or application users), Listify is the processor and the client is the controller. The parties enter into a Data Processing Agreement (DPA) under Article 28 of the GDPR, either by signing it in the client account or by accepting a quote to which it is attached. Until the DPA is concluded, Listify follows the client's instructions, processes the data only to perform the project, and ensures security to the extent set out in these Terms. In matters of personal data protection, the DPA takes precedence over these Terms.

How we handle the personal data of clients and their staff where Listify is the controller is described in our Privacy Policy.

25Limitation of liability

The parties expressly agree on the following limitation of liability. The client agrees to it by a separate confirmation when accepting the quote in the client account or by signing the contract.

• Total compensation for all damage events in connection with a single project is capped at the amount the client actually paid Listify for that project in the 12 months before the damage occurred. For ongoing services, only the price of the relevant service counts.
• Listify is not liable for lost profits, lost business opportunities, fines imposed on the client by third parties, or indirect and consequential damage.
• Listify is liable for loss of or damage to data only if it has agreed with the client to provide backups, and only to the extent of restoring from the most recent backup.
• Listify is not liable for damage caused by an outage of or change to third-party services (hosting, payment gateways, APIs), by interference by the client, or by failure to provide materials.
• The limitation does not apply to damage caused intentionally or through gross negligence, to harm to life or health, or where the law does not permit it (Section 2898 of the Civil Code).
• The client must report any damage without undue delay and take reasonable steps to mitigate it.

26Force majeure

Neither party is liable for failure to perform an obligation caused by an extraordinary, unforeseeable, and insurmountable obstacle arising independently of its will (Section 2913(2) of the Civil Code), such as a natural disaster, war, a large-scale cyberattack on third-party infrastructure, a power outage, or action by a public authority. The affected party will report the obstacle without delay. If it lasts longer than 60 days, either party may terminate the affected part of the contract.

27Staff and fair dealing

During the relationship and for 12 months after it ends, neither party will actively solicit the other party's staff who worked on the project without the other party's consent. This does not apply to responses to publicly advertised positions.

28Term and termination

A project contract ends once it has been performed. Contracts for ongoing services are concluded for an indefinite term and may be terminated with 1 month's notice; the notice period starts on the first day of the month following delivery of the notice.

Either party may withdraw from the contract in the event of a material breach that the other party fails to remedy within 14 days of written notice, or if an insolvency decision is issued against the other party.

On termination, the client pays for work performed and costs incurred up to the termination date. Listify hands over work in progress, data, source code, and access credentials for the paid part of the performance. We delete client data no earlier than 30 days after the service ends, unless the client asks us to delete it sooner. Data that we are required by law to retain is kept for the period required by law.

29Client account, communication, and delivery

The client is responsible for the users to whom it grants access to the client account and for their roles. The client will protect its login credentials and will notify Listify without delay of any misuse of them.

Approvals, acceptances, and notices made in the client account or by email have the effect of written legal acts. A message posted to the client account is deemed delivered on the day it is posted, and a message sent by email to the contact address on the third business day after it is sent, unless it was delivered earlier. Notices of termination and withdrawal may also be delivered via data box.

30Changes to these Terms

We may change these Terms, in particular due to changes in legislation, services, or technology (Section 1752 of the Civil Code). We will announce a new version in the client account and by email at least 30 days before it takes effect.

Quotes and projects already accepted are governed by the version the client agreed to. For ongoing services, the new version applies from its effective date; if the client does not agree with it, the client may terminate the service without penalty effective on the date the change takes effect.

31Dispute resolution and governing law

The contractual relationship is governed by the laws of the Czech Republic, in particular the Civil Code. The parties will first try to resolve any dispute through negotiation within 30 days of written notice.

Under Section 89a of Act No. 99/1963 Coll., the Czech Code of Civil Procedure, the court of first instance with local jurisdiction is the court determined by Listify's registered office.

32Final provisions

If any provision is invalid or ineffective, the remaining provisions remain in force, and the parties will replace it with a provision that comes as close to it as possible. Business customs take precedence over statutory provisions only if the parties expressly agree to it (Section 558(2) of the Civil Code).

The client may not assign its rights under the contract to a third party without Listify's consent; this does not apply to rights in the work under the “Copyright” article. These Terms are valid and effective from July 19, 2026 and apply to quotes accepted on or after that date.