§1 Scope and Definitions
1.1 These General Terms and Conditions (hereinafter "GTC") apply to all business relationships between smartenic s.r.o., Rázusovo nábrežie - HUMA 6, 811 02 Bratislava, Slovak Republic, IČO: 55886922 (hereinafter "smartenic" or "Provider") and the contractual partner (hereinafter "Customer"). 1.2 These GTC apply exclusively to entrepreneurs within the meaning of § 2 para. 1 lit. a of the Slovak Commercial Code (Obchodný zákonník). Business relationships with consumers within the meaning of civil law are not intended. 1.3 These GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that smartenic has expressly agreed to their validity in writing. This consent requirement also applies if smartenic executes delivery without reservation in knowledge of the Customer's GTC. 1.4 These GTC also apply to all future transactions with the Customer insofar as they are related legal transactions. 1.5 Definitions: - "Hardware": All physical products delivered by smartenic, in particular LED displays, outdoor displays, steles, and related components. - "Software": The cloud-based management platform "smartenic Control" as well as all related applications and updates. - "SaaS": Software as a Service - provision of software via the Internet on a subscription basis. - "Delivery": Transfer of hardware or provision of software according to the agreed delivery terms.
§2 Contract Formation and Proposal Documents
2.1 Offers from smartenic are non-binding and without obligation. Presentations in the online shop, catalogs, brochures, and other advertising media do not constitute binding offers but an invitation to the Customer to submit an offer. 2.2 The Customer's order constitutes a binding offer to conclude a contract. smartenic is entitled to accept this offer within 14 days of receipt. 2.3 The contract is only concluded upon written order confirmation by smartenic or by execution of delivery. The order confirmation is authoritative for the scope and conditions of the contract. 2.4 All proposal documents, samples, drawings, calculations, and other documents remain the property of smartenic and may not be reproduced or made accessible to third parties without express written consent. They must be returned immediately upon request. 2.5 Oral side agreements require written confirmation by smartenic to be effective. 2.6 Technical changes as well as changes in form, color, and/or weight are reserved within reasonable limits.
§3 Scope of Services and Service Modifications
3.1 The scope of deliveries and services results exclusively from the written order confirmation of smartenic. The product descriptions and specifications contained in the order confirmation are authoritative for the type and scope of delivery. 3.2 smartenic reserves the right to make changes to products provided they are equivalent or better and reasonable for the Customer. This applies in particular to technical improvements, changes due to changed legal requirements, or changes due to supplier changes. 3.3 For customer-specific adaptations (custom-made products), the Customer is obligated to provide the required information, documents, and approvals in a timely and complete manner. Delays due to lack of Customer cooperation shall be at the Customer's expense. 3.4 Installation services, training, and other services are only owed if expressly listed in the order confirmation. 3.5 Software is delivered as a SaaS solution. The Customer receives a non-exclusive, non-transferable right of use for the duration of the agreed subscription.
§4 Prices and Payment Terms
4.1 All prices are net in Euro (EUR) ex works (EXW according to Incoterms 2020) plus applicable statutory value-added tax, unless expressly agreed otherwise. 4.2 Additional services such as installation, assembly, transportation, packaging, insurance, and training are charged separately unless expressly agreed otherwise. 4.3 Unless otherwise agreed, invoices are due within 14 days of the invoice date without deduction. 4.4 In case of payment default, smartenic is entitled to charge default interest at a rate of 9 percentage points above the respective ECB base rate. The assertion of further damages remains reserved. 4.5 The Customer is only entitled to set-off if counterclaims have been legally established or are undisputed. A right of retention is only available to the Customer insofar as it is based on the same contractual relationship. 4.6 In case of justified doubts about the Customer's ability to pay, smartenic is entitled to demand advance payment or security and to withdraw from the contract in case of non-performance. 4.7 SaaS services are invoiced monthly or annually in advance, as specified in the order confirmation.
§5 Delivery and Delivery Default
5.1 Delivery dates and deadlines are only binding if confirmed in writing by smartenic. Delivery periods begin with the date of order confirmation, but not before clarification of all technical questions and receipt of agreed advance payments. 5.2 Unless otherwise agreed, delivery is made EXW (Ex Works) according to Incoterms 2020 from the warehouse of smartenic or its suppliers. At the Customer's request, DDP (Delivered Duty Paid) can be agreed. The additional costs are borne by the Customer. 5.3 Partial deliveries are permitted insofar as they are reasonable for the Customer. 5.4 If delivery is delayed at the Customer's request, storage costs of at least 0.5% of the invoice amount per commenced month will be charged from one month after notification of readiness for dispatch. 5.5 In case of delays due to force majeure (including but not limited to pandemics, war, terrorism, natural disasters, government measures, strikes, lockouts, operational disruptions, supply shortages of raw materials or components), delivery periods shall be extended appropriately. smartenic will inform the Customer without delay of such circumstances. 5.6 If the Customer is in default of acceptance, smartenic is entitled to claim compensation for resulting damages. Upon occurrence of default of acceptance, the risk of accidental loss and accidental deterioration passes to the Customer.
§6 Retention of Title
6.1 The delivered goods remain the property of smartenic until full payment of all claims from the business relationship with the Customer (reserved goods). In case of conduct by the Customer contrary to the contract, in particular in case of payment default, smartenic is entitled to take back the reserved goods. 6.2 The Customer is obligated to treat the reserved goods with care and to insure them adequately at replacement value against fire, water, and theft damage at their own expense. The Customer hereby assigns all compensation claims from this insurance to smartenic. 6.3 The Customer is entitled to resell the reserved goods in the ordinary course of business. The Customer hereby assigns all claims from resale to smartenic. smartenic accepts this assignment. The Customer remains authorized to collect payment as long as they duly fulfill their payment obligations. 6.4 Pledging or security assignment of the reserved goods is not permitted. The Customer must immediately notify smartenic of seizures, confiscations, or other third-party dispositions. 6.5 Processing or transformation of the reserved goods by the Customer is always carried out for smartenic. If the reserved goods are processed with other items not belonging to smartenic, smartenic acquires co-ownership of the new item in the ratio of the value of the reserved goods to the other items. 6.6 If the value of existing securities exceeds the secured claims by more than 10%, smartenic is obligated to release securities to that extent at the Customer's request.
§7 Warranty for Hardware
7.1 The warranty period for hardware is 24 months from delivery. For used goods, the warranty period is 12 months. 7.2 Defects must be reported immediately, but no later than within 7 days of discovery, in writing. Obvious defects must be reported within 7 days of delivery. 7.3 In case of justified defect notices, smartenic is entitled, at its own discretion, to repair or replacement delivery. If subsequent performance fails after a reasonable period twice, the Customer may demand reduction or withdrawal. 7.4 For replacement parts and repaired parts, a warranty period of 12 months applies, but at least until expiry of the original warranty period. 7.5 Defects caused by the following are excluded from warranty: - Natural wear and tear - Improper use, operation, or storage - Non-compliance with installation requirements or operating instructions - Excessive stress - Unsuitable operating materials or interaction with third-party hardware or software - Faulty or negligent treatment - Chemical, electrochemical, or electrical influences, unless caused by smartenic - Interventions or modifications by the Customer or third parties without smartenic's authorization - Force majeure 7.6 In case of unjustified defect notices, smartenic is entitled to charge the Customer for the resulting expenses.
§8 Warranty for Software (SaaS)
8.1 smartenic warrants that the software substantially corresponds to the functions described in the current product documentation. The documentation is part of the contract and available on the smartenic website. 8.2 Known limitations and system requirements are listed in the documentation. 100% error-free software is not owed. 8.3 smartenic will fix software errors (bugs) through updates, patches, or workarounds. The Customer is obligated to install provided updates promptly or to enable automatic updates. 8.4 The availability of the SaaS platform is 99.5% on an annual average, measured at smartenic's server. Excluded are planned maintenance windows (usually at night or on weekends), which are announced at least 24 hours in advance. 8.5 smartenic reserves the right to further develop and improve the software. Material changes to functionality will be communicated to the Customer in good time. 8.6 The Customer is responsible for backing up their data stored in the software. Although smartenic creates regular backups, it does not guarantee complete data recoverability. 8.7 Support inquiries are processed during business hours (Mon-Fri, 09:00-16:00 CET). Response times are based on the agreed service level.
§9 Liability and Limitation of Liability
9.1 smartenic is liable without limitation for damages arising from injury to life, body, or health based on an intentional or negligent breach of duty by smartenic or a legal representative or vicarious agent. 9.2 smartenic is also liable without limitation for damages caused by intentional or grossly negligent conduct by smartenic, a legal representative, or vicarious agent. 9.3 In case of breach of material contractual obligations (cardinal obligations), smartenic is also liable for simple negligence, but limited to the foreseeable damage typical for the contract. Material contractual obligations are obligations whose fulfillment makes proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely. 9.4 Otherwise, smartenic's liability - regardless of legal grounds - is limited to the net order value of the respective individual contract, but not exceeding EUR 100,000.00. 9.5 Liability for indirect damages, consequential damages, lost profits, data loss, production downtime, and pure financial losses is excluded unless there is intent or gross negligence. 9.6 The above limitations of liability also apply in favor of smartenic's legal representatives, employees, and vicarious agents. 9.7 Liability under the Product Liability Act remains unaffected. 9.8 Claims for damages become time-barred within 12 months from the time the Customer becomes aware of the damage and the person liable for compensation, but no later than within 3 years of the damaging event. This does not apply to intentional or grossly negligent breaches of duty or to damages arising from injury to life, body, or health.
§10 Data Protection and Processing Agreement
10.1 The processing of personal data is carried out in accordance with the provisions of the General Data Protection Regulation (GDPR) and applicable national data protection laws. Details can be found in the privacy policy on the smartenic website. 10.2 Insofar as smartenic processes personal data on behalf of the Customer in the course of contract performance, the parties shall conclude a separate Data Processing Agreement (DPA) in accordance with Art. 28 GDPR. 10.3 The Customer is responsible for compliance with data protection regulations in the context of their use of smartenic's products and services. 10.4 smartenic is entitled to use anonymized and aggregated usage data for statistical purposes and to improve products and services. 10.5 The Customer indemnifies smartenic against all third-party claims based on a violation of data protection regulations by the Customer.
§11 Confidentiality
11.1 The parties undertake to keep confidential all confidential information of the other party obtained in the context of the contractual relationship and to use it only for the fulfillment of the contract. 11.2 Confidential information includes all information marked as confidential or which by its nature is to be regarded as confidential, in particular: - Business and trade secrets - Technical information, know-how, processes - Prices, calculations, business strategies - Customer data and contractual terms - Software source code 11.3 The confidentiality obligation does not apply to information that: - Was already publicly known at the time of transmission - Becomes publicly known without fault of the receiving party - Was already lawfully known to the receiving party before transmission - Was lawfully obtained from third parties without breach of a confidentiality obligation - Was released for disclosure by the disclosing party 11.4 The confidentiality obligation continues during the contract term and for a period of 3 years after termination of the contractual relationship. 11.5 Employees and vicarious agents must be bound to confidentiality accordingly.
§12 Contract Term and Termination
12.1 Purchase contracts for hardware are terminated upon complete fulfillment. 12.2 SaaS contracts are concluded for the term stated in the order confirmation. Unless otherwise agreed, the minimum term is 12 months. 12.3 SaaS contracts are automatically extended by an additional 12 months unless terminated in writing with 3 months' notice to the end of the respective term. 12.4 Maintenance contracts may be terminated with 3 months' notice to the end of the agreed term. 12.5 The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if: - The Customer is in default of payment for more than 30 days despite reminder and grace period - Insolvency proceedings are applied for against the assets of a party - A party seriously or repeatedly violates material contractual obligations 12.6 Terminations must be in writing. Termination by email to the contractually agreed address is sufficient. 12.7 Upon termination of the contract, smartenic is entitled to block access to the software. The Customer has the opportunity to export their data within 30 days after the end of the contract. After that, the data will be deleted.
§13 Final Provisions
13.1 The law of the Slovak Republic applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws rules of private international law. 13.2 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Bratislava, Slovakia. However, smartenic is also entitled to sue the Customer at their general place of jurisdiction. 13.3 Amendments and additions to these GTC must be in writing. This also applies to the waiver of this written form requirement. Oral side agreements do not exist. 13.4 Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision. 13.5 The German version of these GTC is the binding original version. Translations are for information purposes only. 13.6 General terms and conditions of the Customer shall not apply, even if smartenic does not expressly object to their validity. 13.7 smartenic reserves the right to amend these GTC at any time. Changes will be communicated to the Customer in writing or by email and shall be deemed approved if the Customer does not object in writing within 4 weeks of notification. smartenic s.r.o. Rázusovo nábrežie - HUMA 6 811 02 Bratislava Slovak Republic As of: January 2026
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