Legal

General Terms and Conditions.

The rules under which you work with Cordinel. Written to be understandable to the person reading them, not just the lawyer who reviewed them. If anything needs clarification, get in touch.

Effective May 13, 2026 Version 1.0 Provider Cordinel, s.r.o. · ID 245 33 025

In case of any discrepancy between the Czech and English version of these General Terms and Conditions, the Czech version prevails.

Contents

  1. Introductory Provisions
  2. Definitions
  3. Subject of the Services
  4. Formation of the Contractual Relationship
  5. Price and Payment Terms
  6. Default in Payment
  7. Performance and Cooperation
  8. Special Rules for Training
  9. Nature of AI Tools and Limitations
  10. Intellectual Property Rights
  11. Confidentiality
  12. Personal Data Protection
  13. Liability for Defects and Warranty
  14. Limitation of Liability
  15. Force Majeure
  16. Duration and Termination
  17. Final Provisions
I. Introductory Provisions
1.1These General Terms and Conditions (the Terms) govern the rights and obligations between the Provider and the Client in connection with the provision of services related to the implementation, configuration and use of artificial intelligence tools (the Services).
1.2The Client means an entrepreneur as defined in Section 420 et seq. of Act No. 89/2012 Coll., the Czech Civil Code (the Civil Code), who orders the Services. The Terms do not apply to consumers.
1.3The Terms form an integral part of every agreement concluded between the Provider and the Client unless otherwise agreed in writing. Specific provisions in the contract or order take precedence over the Terms.
1.4The Client confirms that it has read the Terms before entering into the contract and agrees with them. This does not affect the Provider's right to unilaterally amend the Terms under the conditions of Article XVII.
II. Definitions

For the purposes of the Terms, the following terms have the meanings set out below:

2.1Services — professional advisory, implementation, training and support activities of the Provider in the area of artificial intelligence tools, in particular consulting, design and configuration of workflows, creation of templates and prompts, integration of AI tools into the Client's environment, user training and follow-on support.
2.2AI Tools — software of third parties using language models or other machine learning methods, in particular Claude by Anthropic PBC, and other tools as specified in the Order.
2.3Third Parties — providers of AI Tools and related technologies, in particular Anthropic PBC, OpenAI L.L.C., Google LLC, Microsoft Corporation and their affiliates.
2.4Configuration — settings of AI Tools created or adapted by the Provider for the Client, including prompt templates, workflows, integrations and related materials.
2.5Background IP — methodologies, templates, frameworks, procedures, prompt libraries and other know-how of the Provider existing before the commencement of performance or developed independently outside the scope of a specific Order of the Client.
2.6Outputs — content generated by AI Tools based on inputs of the Client or the Provider in the course of providing the Services.
2.7Order — a written document (including e‑mail communication) specifying the scope, price, deadline and other conditions of a specific performance; depending on the nature of the performance, it may take the form of an offer, a confirmed order or a Statement of Work (SOW).
2.8Confidential Information — all information designated by a party as confidential or which is, by its nature, evidently confidential, obtained in connection with the Services, in particular commercial, technical, financial and client-related data of the Client, its clients and business partners.
2.9Contract — the entirety of the contractual relationship between the Provider and the Client based on the Order, the Provider's acceptance and the Terms; or a separate written contract if concluded.
III. Subject of the Services
3.1The Provider provides Services to the Client in the scope agreed in the Order. The specific scope, outputs, deadlines and price are governed by the Order; where a parameter cannot be determined from the Order, the Terms and the customary scope of comparable performance of the Provider apply mutatis mutandis.
3.2The Services include in particular:
  • (a)initial analysis of the Client's environment and recommendation of suitable AI Tools and workflows,
  • (b)creation and configuration of the Configuration, including prompt templates, workflows and integrations,
  • (c)training of the Client's employees and collaborators,
  • (d)ongoing support, maintenance and development of the Configuration (managed services), if agreed.
3.3The Provider does not provide legal services within the meaning of Act No. 85/1996 Coll., on the Legal Profession, nor any other regulated professional services (tax advisory, audit services). The Provider only configures and makes available technical tools and methodologies for the exercise of the Client's profession. The Client always bears the professional responsibility for the exercise of its profession.
3.4The Provider is entitled to refuse to provide the Services or any part thereof if such provision would be contrary to law, good morals, professional ethics or would require cooperation that the Client refuses.
IV. Formation of the Contractual Relationship
4.1The contractual relationship between the Provider and the Client arises upon written acceptance of the Client's Order by the Provider, or by signing a separate written contract. Communication by e‑mail from the e‑mail addresses listed in the Order or on the Provider's website is considered a written form.
4.2Unless otherwise stated, the Provider's offer is valid for a period of 30 days from its dispatch to the Client.
4.3Any changes to the scope of performance, price or deadlines must be agreed in writing. Oral changes are not binding on the parties.
V. Price and Payment Terms
5.1The price for the Services is agreed in the Order. Unless otherwise stated, prices are quoted exclusive of VAT.
5.2The standard payment model for project performance is:
  • (a)50% of the price as an advance payable before commencement of work, based on an advance invoice issued after acceptance of the Order;
  • (b)50% of the price as a final payment due upon completion and handover of the performance, based on the final invoice.
5.3For ongoing services (managed services, support, maintenance), the price is invoiced monthly or quarterly as specified in the Order, in arrears or in advance as agreed.
5.4The price for training is invoiced as a one-off payment after completion of the training, unless an advance payment regime is agreed.
5.5The due date for invoices is 14 days from their issuance, unless otherwise agreed. An invoice is deemed delivered on the third business day after dispatch by e‑mail to the Client's address specified in the Order at the latest.
5.6The price is paid by bank transfer to the Provider's account specified on the invoice. The Client's obligation is fulfilled at the moment the amount is credited to the Provider's account.
5.7The Provider is entitled to unilaterally adjust prices for ongoing services upon written notice to the Client at least 30 days in advance, in line with the development of costs, in particular changes in Third Party prices. The Client may in such a case terminate the Services pursuant to Article XVI.
VI. Default in Payment
6.1In the event of the Client's default in any payment, the Client shall pay the Provider the statutory default interest in accordance with Section 1970 of the Civil Code and Government Regulation No. 351/2013 Coll.
6.2If the Client is in default with any payment for more than 14 days, the Provider is entitled to suspend the provision of the Services until full settlement of the debt. This is without prejudice to the Provider's right to the agreed price or to compensation for damage.
6.3The costs related to the enforcement of the claim, including the costs of legal representation in accordance with Decree No. 177/1996 Coll., the Attorney Tariff, are borne by the Client.
VII. Performance and Cooperation
7.1The Provider provides the Services with professional care within the deadlines agreed in the Order. The deadlines are indicative unless expressly marked as binding in the Order.
7.2The Client undertakes to provide the Provider with all necessary cooperation, in particular to:
  • (a)provide on time the documents, access and information necessary for performance,
  • (b)designate a contact person with decision-making authority,
  • (c)ensure the availability of its employees and collaborators for training and workshops,
  • (d)respond without undue delay to requests of the Provider for clarification or approval.
7.3In the event of the Client's delay in providing cooperation, the Provider's deadlines for performance shall be extended accordingly and the Provider shall not be liable for damage caused by such delay.
7.4Subcontractors. The Provider is entitled to perform the Services through third parties (subcontractors) only with the prior written consent of the Client. Consent is not required for the use of standard cloud infrastructure providers and AI Tools, whose list is available upon the Client's request. The Provider is liable for the performance of subcontractors as if it performed them itself.
7.5Handover. Performance is deemed completed on the day of written handover. If the Client does not raise written objections without undue delay, no later than within 10 business days of handover, the performance is deemed duly handed over and accepted.
VIII. Special Rules for Training
8.1The specific scope of training, number of participants, location and duration are agreed in the Order.
8.2The Client shall designate the participants of the training no later than 5 business days before its date. Within this period, the Client may replace participants with other persons from among its employees and collaborators; later changes are possible by agreement with the Provider.
8.3Training materials created by the Provider are provided to the participants of the training with a non-exclusive, perpetual licence for internal use within the Client. Distribution of materials to third parties outside the Client requires the prior written consent of the Provider.
8.4If the Client cancels or reschedules the agreed training less than 5 business days before its date, the Provider is entitled to charge a cancellation fee of 50% of the agreed price of the training; in the event of cancellation on the day of the training or non-attendance of participants, 100% of the price.
IX. Nature of AI Tools and Their Limitations
9.1The Client acknowledges that AI Tools operate on a probabilistic basis. Their Outputs may contain inaccuracies, incomplete or outdated information, factually incorrect data or so-called hallucinations (confidently phrased but incorrect statements).
9.2The Client is responsible for professional review and verification of all Outputs of AI Tools before their use in practice, in particular before providing them to the Client's own clients, before their publication or before their use to make a decision with legal consequences. The Provider emphasises that AI Tools are not a substitute for the professional judgment of a lawyer, tax advisor, auditor or other professional.
9.3The provision of the Services depends on the availability, functionality and contractual terms of Third Parties, in particular Anthropic PBC. The Client acknowledges that:
  • (a)Third Parties may at any time change the functionality, prices or conditions of their tools, or terminate access to them;
  • (b)individual AI Tools are subject to the terms of the respective Third Party, which the Client is obliged to comply with when using them;
  • (c)the Provider cannot guarantee uninterrupted availability of AI Tools, the infrastructure of which is operated by Third Parties.
9.4The Provider recommends that the Client, before productive deployment of AI Tools, adopt internal rules for the use of AI within its organisation; the Provider is prepared to prepare a proposal for such rules as part of the Services.
9.5The Client undertakes not to use AI Tools in a manner that would violate the terms of a Third Party, legal regulations or the Client's professional duties (in particular the duty of confidentiality under Section 21 of the Act on the Legal Profession and analogous provisions of other professional regulations).
X. Intellectual Property Rights
10.1Background IP. All methodology, templates, frameworks, prompt libraries, procedures and other know-how of the Provider existing before the commencement of performance or developed independently outside the scope of a specific Order remain the exclusive property of the Provider. The Client receives a non-exclusive, perpetual, non-transferable licence for internal use within its organisation, to the extent necessary to use the results of the Services. The Provider is entitled to use the Background IP for performance for other clients.
10.2Configuration for the Client. A Configuration created by the Provider specifically for the Client under an Order is provided to the Client upon full payment of the price in the scope agreed in the Order. Unless otherwise agreed in the Order, the Client receives to the Configuration a non-exclusive, perpetual, non-transferable licence for use within its organisation. The Order may provide for a full assignment of proprietary rights to the Configuration to the Client, or other licensing models.
10.3Client Data and Outputs. All data, documents and other materials provided by the Client for processing, as well as Outputs of AI Tools created on the basis of such inputs, remain the exclusive property of the Client. The Provider is entitled to handle them solely for the purpose of performing the Contract.
10.4Anonymised Insights. The Provider is entitled to use general, non-identifying insights and experience gained in the course of providing the Services (for example, the fact that a certain type of workflow is suitable for a certain type of firm), in order to improve its methodologies and Background IP. This provision is without prejudice to the obligations of confidentiality under Article XI and the obligations of personal data protection under Article XII.
XI. Confidentiality
11.1The parties undertake to maintain confidentiality of all Confidential Information of the other party that they learn in connection with the performance of the Contract. The confidentiality obligation lasts throughout the duration of the Contract and for 5 years after its termination.
11.2The confidentiality obligation includes in particular the obligation to:
  • (a)not disclose Confidential Information to third parties without the prior written consent of the other party;
  • (b)use Confidential Information solely for the purpose of performing the Contract;
  • (c)protect Confidential Information by reasonable organisational and technical measures;
  • (d)bind its employees, collaborators and authorised subcontractors with a similar obligation of confidentiality.
11.3The confidentiality obligation does not apply to information that:
  • (a)is publicly known at the time of disclosure or has become publicly known without a breach of the Contract,
  • (b)was demonstrably known to the recipient before its disclosure by the other party,
  • (c)has been independently developed by the recipient without using the Confidential Information of the other party,
  • (d)must be disclosed on the basis of a legal regulation, decision of a public authority or professional duty; in such case, the recipient undertakes, where legally permissible, to inform the other party in advance.
11.4The Provider is aware that the Client may be subject to confidentiality obligations under special regulations, in particular the obligation of legal privilege under Section 21 of the Act on the Legal Profession. The Provider provides the Services in a manner that does not force the Client to breach this obligation and provides the Client with reasonable cooperation in this matter.
XII. Personal Data Protection
12.1In providing the Services, the parties process personal data in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR) and Act No. 110/2019 Coll., on Personal Data Processing.
12.2Status of the Parties. To the extent that the Provider processes personal data solely for its own purposes (in particular data on the Client's contact persons for the purpose of performing the Contract), the Provider acts as an independent controller. To the extent that the Provider obtains access to personal data of the Client or its clients for the purpose of performing the Contract (in particular during implementation, testing or support over real data), the Provider acts as a processor of the Client within the meaning of Article 28 GDPR.
12.3Data Processing Agreement. If the Provider is to obtain access to personal data for which the Client is the controller, the parties shall, before commencement of such performance, conclude a separate data processing agreement (DPA). The DPA shall govern in particular the purpose and scope of processing, categories of data subjects and personal data, duration of processing, technical and organisational measures, use of further processors and conditions for transfer of data outside the EU. A template DPA is available upon the Client's request.
12.4Client's Responsibility. The Client is responsible for ensuring that it has a valid legal basis for the processing of personal data that it provides to the Provider or enters into AI Tools within the meaning of Article 6 or, where applicable, Article 9 GDPR, and that it has fulfilled the information obligation towards the data subjects.
12.5Sensitive Data. If the Client intends to process special categories of personal data (Article 9 GDPR), data on convictions and offences (Article 10 GDPR) or data subject to professional confidentiality, it shall inform the Provider in advance. The parties shall agree on additional technical and organisational measures.
12.6Transfer Outside the EU. If the performance involves the transfer of personal data outside the European Economic Area, the parties undertake to ensure an appropriate level of protection in accordance with Article 44 et seq. GDPR (in particular by standard contractual clauses).
12.7Incident. In the event of a suspected personal data breach, the Provider shall without undue delay, no later than within 24 hours of detection, inform the Client and provide it with cooperation in fulfilling the notification obligations under Articles 33 and 34 GDPR.
XIII. Liability for Defects and Warranty
13.1The Provider is liable for the Services being provided with professional care and in accordance with the Order and the Terms.
13.2Warranty. The Provider provides a 6‑month warranty on the functionality of the Configuration from the date of its written handover. Within this period, the Provider shall remedy free of charge any defects of the Configuration that prevent its agreed use. The warranty does not cover defects caused by:
  • (a)intervention of the Client or a third party in the Configuration without the Provider's consent,
  • (b)changes in the environment of the Client or Third Parties (in particular changes in interfaces, models or terms of AI Tools),
  • (c)improper use of the Configuration contrary to the Provider's instructions,
  • (d)Outputs of AI Tools as such; an incorrect or inaccurate Output of AI is not in itself a defect of performance, see Article IX.
13.3Notification of Defect. The Client shall notify defects without undue delay after their discovery, in writing, stating the description and circumstances of occurrence. Defects that were not discoverable by the Client upon acceptance shall be notified by the Client no later than within 5 business days of their discovery.
13.4In addition to the statutory rights of liability for defects, the Client is entitled only to claim the remedy of the defect free of charge; the right to a discount on the price, a refund of part of the price or a remedy by alternative performance can be exercised only if the free remedy of the defect is not possible or feasible.
XIV. Limitation of Liability
14.1Aggregate Cap. The total liability of the Provider for damage caused in connection with performance under one Order is limited to the amount of the price paid by the Client for that Order, exclusive of VAT. For ongoing services (managed services), the Provider's liability for damage incurred in one calendar year is limited to the amount of prices paid by the Client for these services in that year.
14.2Exclusion of Indirect Damages. The Provider is not liable for indirect damages, in particular for lost profit, loss of opportunity, loss of goodwill, loss of data or non-pecuniary harm, unless caused intentionally or by gross negligence.
14.3Exceptions to the Limitation. The limitation of liability under sections 14.1 and 14.2 shall not apply in cases of:
  • (a)damage caused intentionally or by gross negligence,
  • (b)breach of the confidentiality obligation under Article XI,
  • (c)harm to the life, health or natural rights of a person,
  • (d)to the extent the law does not permit such limitation.
14.4Client's Responsibility for the Use of Outputs. The Client is responsible for the use of Outputs of AI Tools, including damage caused by incorrect, unverified or unauthorised use of an Output. This responsibility of the Client towards third parties cannot be transferred to the Provider.
XV. Force Majeure
15.1Neither party shall be liable for failure to perform its obligations if caused by force majeure, i.e. an extraordinary unforeseeable and insurmountable obstacle arising independently of the party's will.
15.2Force majeure for the purposes of the Contract includes in particular:
  • (a)natural disasters, pandemics and measures of public authorities in connection therewith,
  • (b)armed conflicts, terrorist attacks, large-scale cyber-attacks,
  • (c)outages of public networks (internet, electricity) not caused by a party to the Contract,
  • (d)significant outages or termination of availability of AI Tools, infrastructure or services of Third Parties (in particular Anthropic PBC, OpenAI and similar) on which performance depends.
15.3The party affected by force majeure shall inform the other party of the obstacle and the expected duration thereof without undue delay.
15.4If force majeure lasts more than 60 days, either party is entitled to withdraw from the affected part of the Contract by written notice to the other party, without thereby being subject to liability for damage.
XVI. Duration and Termination
16.1Duration. The Contract is concluded for the time necessary to provide the agreed performance. For ongoing services, the Contract is concluded for an indefinite period, unless otherwise agreed.
16.2Termination of Ongoing Services. Either party may terminate ongoing services by written notice with a notice period of one month, starting on the first day of the calendar month following delivery of the notice to the other party.
16.3Client's Withdrawal from Project Performance. Before the commencement of work, the Client is entitled to withdraw from the project performance by written notice; in such case, no obligation to pay the price or a cancellation fee arises for the Client, provided that no advance has been paid.
16.4After the commencement of work, the Client is entitled to withdraw from the project performance by written notice; in such case, the Client is obliged to pay the Provider:
  • (a)the price for work actually performed and partial outputs delivered, or a proportional part of the price corresponding to the state of progress, and
  • (b)a cancellation fee of 30% of the remaining unbilled price of the performance.
16.5Provider's Withdrawal. The Provider is entitled to withdraw from the Contract if the Client is in default with any payment for more than 30 days after the due date, or in the event of a material breach of other obligations by the Client of which the Client has been notified in writing and has failed to remedy within a reasonable period provided.
16.6Settlement. Upon termination of the Contract for any reason, the parties shall carry out mutual settlement. Obligations which by their nature are to survive the termination of the Contract (in particular confidentiality, personal data protection, intellectual property rights, limitation of liability, dispute resolution) remain in force.
XVII. Final Provisions
17.1Governing Law. The Contract, the Terms and the relationships arising from them shall be governed by the laws of the Czech Republic, in particular the Civil Code. The application of conflict-of-laws rules and of the UN Convention on Contracts for the International Sale of Goods is excluded.
17.2Jurisdiction. The general court according to the registered office of the Provider shall have local jurisdiction to decide disputes arising from the Contract and the Terms. The parties have agreed on this local jurisdiction within the meaning of Section 89a of Act No. 99/1963 Coll., the Code of Civil Procedure.
17.3Communication. Communication between the parties takes place by e‑mail to the addresses specified in the Order, or in writing to the parties' registered offices. The Provider's contact e‑mail is info@cordinel.cz.
17.4Changes to the Terms. The Provider is entitled to amend the Terms unilaterally. The Provider shall notify the Client of the change at least 30 days before its effectiveness, by e‑mail or by publication on the Provider's website. The Client has the right to terminate the Contract due to the change of the Terms in accordance with Article XVI.2; in such case, until termination of the Contract, the existing version of the Terms applies. If the Client continues to use the Services after notification of the change, this is considered consent to the change.
17.5Assignment. The Client is not entitled to transfer or assign its rights and obligations under the Contract without the prior written consent of the Provider. The Provider is entitled to assign the Contract as a whole to a legal successor as part of a corporate transformation or sale of business after prior written notice to the Client.
17.6Severability. If any provision of the Terms or the Contract is found to be invalid, ineffective or unenforceable, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with one which best corresponds in content to the intended purpose.
17.7Entire Agreement. The Terms and the Order (or a separate contract, if any) constitute the entire agreement of the parties regarding the subject matter of the Contract and replace all previous oral or written agreements concerning the same subject matter.
17.8Effectiveness. The Terms enter into force on May 13, 2026.
Provider identification: Cordinel, s.r.o., ID No. 245 33 025, with its registered office at Varnsdorfská 334/11, Střížkov, 190 00 Prague 9, Czech Republic, registered in the Commercial Register kept by the Municipal Court in Prague, File No. C 442860, contact: info@cordinel.cz.

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