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General Terms and Conditions

PNH LIMITLESS s.r.o., Company ID (IČO): 30029805, registered office Příčná 1892/4, Nové Město, 110 00 Prague 1, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 456086

Version: 1.0 | Effective from: 22 October 2026

English translation for information. In case of any discrepancy, the Czech version prevails.

Art. 1 Introductory provisions and scope

1.1These general terms and conditions (the "GTC") govern, in accordance with Section 1751 et seq. of Act No. 89/2012 Coll., the Civil Code, as amended (the "Civil Code"), the rights and obligations between PNH LIMITLESS s.r.o., Company ID (IČO): 30029805, registered office Příčná 1892/4, Nové Město, 110 00 Prague 1, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 456086 (the "Provider"), and its customers (the "Client") in the provision of Services.

1.2In its business the Provider uses the trade name (brand) "PNH MEDIA" and operates the website pnhmedia.com. The contracting party to every Contract concluded under the PNH MEDIA brand is exclusively PNH LIMITLESS s.r.o., unless the Contract expressly states otherwise. The Slovak company PNH MEDIA s.r.o., Company ID 55299504, is a sister (affiliated) company of the Provider controlled by the same shareholder. It is a separate legal entity and is not a party to a Contract concluded under these GTC unless the Contract expressly provides so.

1.3The GTC form an integral part of every Contract. Provisions in the Contract, the Offer or the Order take precedence over the GTC. For relations with Consumers, Art. 25 also applies, and the provisions of the GTC apply in those relations only to the extent that they do not conflict with mandatory consumer protection legislation.

1.4The application of the Client's own terms and conditions is excluded, unless the Provider expressly accepts them in writing. Acceptance of an Offer with a supplement or deviation has no effect, and Section 1740(3) of the Civil Code does not apply.

1.5Provisions of the GTC that could be regarded as provisions which the Client could not reasonably have expected within the meaning of Section 1753 of the Civil Code are expressly mentioned in the Offer, and the Client expressly accepts them by accepting the Offer. These are in particular Art. 5.7 (contractual penalty for late payment), Art. 10.6 (deemed acceptance), Art. 13 (licence only after full payment), Art. 18 (non-solicitation of employees), Art. 19 (limitation of liability) and Art. 27.3 (prorogation of jurisdiction).

Art. 2 Definitions

2.1For the purposes of the GTC and all documents that refer to them, the terms below with an initial capital letter have the following meaning:

  • Acceptance means the Client's written confirmation that a Deliverable meets the Specification, or the occurrence of deemed acceptance under Art. 10.6.
  • AI System has the meaning given in Article 3(1) of Regulation (EU) 2024/1689 (the "AI Act").
  • AI Output means text, images, audio, video, code or other content created wholly or partly with the use of an AI System.
  • Confidential Information has the meaning given in Art. 17.
  • DPA means the Data Processing Agreement, which forms Annex No. 1 to these GTC.
  • Hourly Rate means the price per hour of work stated in the Offer or, failing that, in the Provider's current price list.
  • Hosting means the provision of server capacity, storage or application operation by the Provider or its Subcontractor.
  • Provider Tools and Know-how means all methodologies, templates, libraries, components, scripts, prompts, configurations, internal tools, frameworks and other elements that the Provider created or acquired independently of a particular Contract and uses repeatedly for multiple customers.
  • Third-Party Components means software, fonts, photographs, templates, plugins, applications, APIs and other content to which third parties hold rights, including Open-Source Components.
  • Media Budget means funds spent on the purchase of advertising space or impressions on Advertising Platforms.
  • Offer means the Provider's price offer, marked with a number in the format CP[year][serial number] (e.g. CP2026001), which defines the Services, the Specification, the price and the schedule.
  • Order means the Client's expression of intent aimed at concluding a Contract or a Call-off Order.
  • Open-Source Components means software distributed under an open-source licence (e.g. MIT, Apache 2.0, BSD, GPL, LGPL).
  • Retainer means a recurring monthly (or other periodic) price for continuously provided Services, in particular ad management, SEO, social media management, maintenance, Hosting and support.
  • Business Customer means a person within the meaning of Sections 420 and 421 of the Civil Code who concludes a Contract in the course of their business activity or in the independent exercise of their profession.
  • Subcontractor means a third party whom the Provider entrusts with performing part of the Services.
  • Business Day means a day that is not a Saturday, a Sunday or a public holiday in the Czech Republic.
  • Framework Agreement means a Contract that governs the terms of repeated provision of Services, with individual performances agreed by Call-off Orders.
  • Call-off Order means an individual assignment concluded on the basis of a Framework Agreement.
  • Advertising Platform means a third-party service for displaying advertising or operating content, in particular Meta (Facebook, Instagram), Google (Google Ads, YouTube, Google Analytics, Google Tag Manager), LinkedIn, TikTok, Microsoft Advertising, Seznam and Shopify.
  • Services means the Provider's activities defined in Art. 3 and specified in the Contract.
  • SLA means a service level agreement under Art. 16, agreed in the Contract.
  • Contract means the contract between the Provider and the Client concluded under Art. 4, including the Offer, the Order, the Framework Agreement, Call-off Orders, these GTC and their annexes.
  • Specification means the description of a Deliverable or Service, in particular the scope, functions, acceptance criteria and deadlines stated in the Offer or in a document approved by both parties.
  • Consumer means a natural person who concludes a Contract with the Provider outside the scope of their business activity or outside the scope of the independent exercise of their profession.
  • Accounts means the Client's user, advertising, analytics, administrator and other accounts on Advertising Platforms, with domain providers, hosting providers, e-shop platforms and other third-party services.
  • Deliverable means any result of the Services delivered to the Client, in particular a website, application, software, Source Code, e-shop, graphic design, logo, advertising creative, text, video, report, audit, strategy, configuration or AI Output.
  • Defect means a deviation of a Deliverable from the Specification. A Material Defect is a Defect that prevents use of the Deliverable for the purpose set out in the Specification or substantially restricts such use. Other Defects are non-material.
  • Change Request means the Client's request to change or extend the Specification after the Contract has been concluded.
  • Source Code means a computer program in human-readable form, including related configurations and documentation necessary for its build and operation.

Art. 3 Subject matter of the Services

3.1The Provider provides in particular the following Services:

  • Performance marketing: strategy, setup, management and optimisation of advertising campaigns on Advertising Platforms (Meta Ads, Google Ads, LinkedIn Ads, TikTok Ads and others), conversion tracking setup, reporting.
  • Web development: design and development of bespoke websites and applications (in particular React), e-shops on the Shopify platform, redesigns, SEO, GEO and technical audits.
  • AI solutions: process automation using AI, chatbots, AI integrations into the Client's systems, creation of AI Outputs (creatives, texts, image and video content).
  • Software and SaaS: bespoke software development, CRM development, Hosting, maintenance and support, including SLA.
  • Consulting and design: advisory, strategy, training, branding and graphic design.

3.2The exact scope, Specification, price and schedule of a particular Service are defined in the Contract. Activities not listed in the Contract are not part of the performance and may be ordered as additional work under Art. 8.

3.3The Provider provides the Services with professional care. Unless an obligation to achieve a specific result follows from the nature of the Service or is expressly stated in the Contract, the Provider's obligation is an obligation to exercise professional care, not an obligation to achieve a result.

Art. 4 Conclusion of the Contract

4.1The Provider sends the Client an Offer, usually by e-mail in PDF format. The Offer is valid for 30 days from its issue, unless it states otherwise.

4.2The Contract is concluded at the moment when the Provider receives:

  • (a) the Client's e-mail in which the Client accepts the Offer without reservations, stating its CP number, or
  • (b) the Offer or Contract signed by the Client by hand or by electronic signature (including a signature through an electronic signing platform), or
  • (c) payment of the advance or of the price stated in the Offer, if the Offer permits this manner of acceptance.

4.3An Order sent by the Client without a previous Offer is a proposal to conclude a Contract. In that case the Contract is concluded when the Provider confirms the Order by e-mail or begins performance.

4.4If a person acting on behalf of the Client accepts the Offer, that person declares that they are authorised to do so. The Client is responsible for ensuring that the e-mail addresses from which it accepts the Offer or gives instructions are under its control.

4.5The parties may conclude a Framework Agreement. Individual performances are then agreed by Call-off Orders in the procedure under Art. 4.2 or 4.3, and a Call-off Order is governed by the Framework Agreement and these GTC.

4.6The Contract is concluded in the Czech language, unless otherwise agreed. The concluded Contract is archived by the Provider and is accessible to the Client on request.

4.7The parties agree that e-mail communication between the contact persons named in the Contract or in the Offer is deemed to be in written form, unless the GTC expressly provide otherwise. An amendment to the Contract, termination of the Contract and the claiming of a contractual penalty require an e-mail from the address stated in the Contract or a signed document.

Art. 5 Price and payment terms

5.1The price of the Services is set in the Offer as a fixed price, a Retainer, a price based on the Hourly Rate, or a combination of these. Prices are stated exclusive of VAT; if the Provider is a VAT payer, VAT at the statutory rate will be added to the price. In relation to a Consumer, Art. 25.2 applies.

5.2Prices are stated in the currency stated in the Offer (usually EUR or CZK). The fees of the Client's bank and exchange rate differences are borne by the Client.

5.3Fixed price. Unless the Offer states otherwise, the Provider is entitled to invoice an advance of 50% of the price before performance begins and the remaining 50% after Acceptance or after the period under Art. 10.6 has elapsed. For projects with a price above EUR 10,000, the Offer may provide for invoicing by milestones.

5.4Retainer. The Retainer is invoiced in advance, always as of the first day of the calendar month for which it is provided. Unused hours and unused scope are not carried over to the next period, unless the Offer provides otherwise. Work beyond the scope of the Retainer is charged at the Hourly Rate after prior approval by the Client by e-mail.

5.5Hourly Rate. Work charged at the Hourly Rate is recorded in units of 15 minutes and invoiced monthly in arrears on the basis of a timesheet. The Client may dispute the timesheet within 7 days of its delivery; otherwise it is deemed approved.

5.6Invoices are payable within 14 days of the date of issue, unless a longer period is stated in the invoice or the Offer. The invoice is delivered electronically to the Client's e-mail address stated in the Contract and is deemed delivered on the day it is sent. The price is paid on the day it is credited to the Provider's account.

5.7If the Client is late with payment, the Provider is entitled to statutory late-payment interest at the rate set by Government Regulation No. 351/2013 Coll. and to compensation of the costs associated with recovering the claim under that regulation. A Client who is a Business Customer must also pay a contractual penalty of 0.05% of the amount due for each commenced day of delay. Payment of the contractual penalty does not affect the right to full compensation of damage.

5.8The Provider is entitled to unilaterally increase the Retainer and the Hourly Rate no more than once per calendar year by the inflation rate published by the Czech Statistical Office for the previous calendar year. The Provider must announce any other price increase at least 30 days in advance; in that case the Client is entitled to terminate the Contract with effect from the date the increase takes effect.

5.9The Client is not entitled to unilaterally set off its claims against the Provider's claims.

5.10Travel costs outside Prague, licence fees for Third-Party Components, fees of Advertising Platforms, domains and other third-party costs are not included in the price, unless expressly stated in the Offer. The Provider is entitled to re-invoice them after prior approval by the Client.

Art. 6 Media Budget and third-party costs

6.1The Media Budget is not part of the price of the Services. The Client pays it directly to the Advertising Platforms from its Accounts and by its own payment method. The Provider does not receive, manage or forward the Media Budget, unless the Contract expressly agrees otherwise.

6.2The Client is the contracting party towards the Advertising Platform and bears all obligations arising from the advertising accounts, including tax obligations arising from the purchase of advertising from foreign persons.

6.3The Provider sets campaign budgets within the scope approved by the Client. The Client acknowledges that Advertising Platforms may exceed spend on individual days in accordance with their rules (e.g. the daily budget of Google Ads may be exceeded up to twofold while the monthly limit is maintained). Such an overrun does not give rise to liability of the Provider.

6.4The Client is responsible for the security of its Accounts, in particular for two-factor authentication and the management of access rights. The Provider is not liable for spend caused by unauthorised access of a third party which the Provider did not cause.

6.5The Provider is entitled to use Subcontractors to perform the Services. The Provider is liable for the performance of a Subcontractor as if it performed itself.

Art. 7 Client cooperation and access to Accounts

7.1The Client must provide the Provider, in good time and free of charge, with the cooperation necessary for performance, in particular:

  • (a) supply materials (texts, photographs, logos, product data, access credentials, brand manual) by the dates in the schedule, otherwise within 5 Business Days of a request,
  • (b) grant the Provider access to the Accounts to the extent necessary for performance, by means of an invitation to a user role (e.g. Meta Business Manager, Google Ads MCC, Google Analytics, Shopify Collaborator), not by handing over a password,
  • (c) designate a contact person authorised to approve Deliverables and give instructions,
  • (d) comment on proposals and Deliverables within 5 Business Days of their submission,
  • (e) ensure that the promoted products, services, landing pages and offers comply with legislation and the rules of the Advertising Platforms.

7.2The Client is responsible for ensuring that the materials it supplies do not infringe the rights of third parties (in particular copyright, trade mark rights and the right to protection of personality) or legislation, and that it is entitled to use them to the extent needed for performance. The Client will indemnify the Provider against all claims of third parties and sanctions asserted in connection with the Client's materials or instructions.

7.3The Client is responsible for the content of the advertising messages it has approved, in particular for the truthfulness of claims and compliance with Act No. 40/1995 Coll., on Advertising Regulation, with Act No. 634/1992 Coll., on Consumer Protection, and with the special rules for regulated sectors (healthcare, food supplements, financial services, alcohol). The Provider will point out obvious legal risks but does not provide legal advice.

7.4The Client's delay in cooperation extends the Provider's performance deadlines by at least the length of the delay. If the Client's delay in cooperation lasts longer than 30 days, the Provider is entitled to invoice the work performed and costs incurred to date and to withdraw from the Contract. For a Retainer, the Client's delay in cooperation does not affect the obligation to pay the Retainer.

7.5Accounts set up for the Client are set up by the Provider in the Client's name, unless the parties agree otherwise. Accounts, campaigns, pixels and datasets on the Client's Accounts remain the property of the Client.

Art. 8 Change Requests and additional work

8.1The Client submits a Change Request by e-mail. Within 5 Business Days the Provider will communicate the impact on the price and the schedule. The change becomes binding only after the Client confirms the impact by e-mail.

8.2Additional work includes in particular: work beyond the Specification, repeated incorporation of comments beyond 2 rounds of revisions for each Deliverable, a change to an already accepted Deliverable, work caused by a change in the rules of an Advertising Platform or of Third-Party Components after the Contract was concluded, restoration of Accounts after interference by third parties, and work outside working hours at the Client's request.

8.3Additional work is charged at the Hourly Rate, unless a fixed price is agreed. The Provider may carry out minor additional work of up to 2 hours per month without prior approval; it will inform the Client of such work in the timesheet.

Art. 9 Performance deadlines

9.1Deadlines are set in the schedule of the Offer. Deadlines begin to run on delivery of the advance and all materials under Art. 7.1, whichever occurs later.

9.2The Provider is not in delay if failure to meet a deadline is caused by the Client's delay, a Change Request, force majeure, intervention by an Advertising Platform or an outage of a Third-Party Component.

Art. 10 Handover and Acceptance

10.1This Article applies to Deliverables that are the subject of a one-off delivery, in particular a website, e-shop, application, software, graphic design, audit and configuration. Acceptance does not apply to continuously provided Services (campaign management, SEO, Hosting, support); these are provided continuously and are deemed performed at the end of each invoicing period.

10.2The Provider hands over a Deliverable for Acceptance by making it available on a test environment, handing over the files or presenting it, and notifies the Client of this by e-mail (the "acceptance notice").

10.3The Client must test the Deliverable and, within 5 Business Days of the acceptance notice, either accept the Deliverable or notify Defects by e-mail with a description of them and the steps to reproduce them (the "acceptance report").

10.4Non-material Defects are not a ground for refusing Acceptance. The Provider will remedy them within a reasonable period after Acceptance under the warranty.

10.5If the Client reports Material Defects, the Provider will remedy them and hand the Deliverable over for repeated Acceptance. Repeated Acceptance concerns only the reported Defects and their remedy.

10.6A Deliverable is deemed accepted (deemed acceptance) if:

  • (a) the Client does not report Material Defects within the period under Art. 10.3, or
  • (b) the Client or a person authorised by it begins to use the Deliverable in production (in particular launches the website on the production domain, launches a campaign or uses a creative), or
  • (c) the Client refuses Acceptance without stating a Material Defect.

10.7Deliverables may be handed over and accepted in parts if the schedule so provides.

Art. 11 Liability for defects and warranty

11.1The Provider is responsible for the Deliverable conforming to the Specification at Acceptance. A Defect does not include the Client's subjective aesthetic preferences if the Deliverable conforms to the Specification and the approved designs.

11.2The Provider provides a quality warranty of 3 months from Acceptance (the "warranty period") on a website, e-shop, application and software delivered as bespoke work. During the warranty period the Provider will remedy Defects reported by the Client free of charge.

11.3The Client must report Defects without undue delay, no later than 10 Business Days after discovering them, by e-mail with a description of the Defect, the steps to reproduce it and, where relevant, a screenshot.

11.4The Provider will begin remedying a Material Defect within 2 Business Days and a non-material Defect within 10 Business Days of the report. The method of remedy (repair, workaround, configuration change) is determined by the Provider. If a Material Defect cannot be remedied even within an additional reasonable period, the Client has the right to a reasonable discount on the price of the affected Deliverable.

11.5The warranty and liability for defects do not apply to Defects caused by:

  • (a) interference by the Client or a third party with the Deliverable, the Source Code, the server or the configuration,
  • (b) a change, update or discontinuation of a Third-Party Component, an Advertising Platform, a browser, an operating system or an API after Acceptance,
  • (c) operation on infrastructure that does not meet the requirements of the Specification,
  • (d) the Client's materials or instructions,
  • (e) force majeure or a cyber attack that could not have been prevented by reasonable measures.

11.6Rights arising from defective performance and from the warranty are regulated exhaustively in this Article. Section 2615 et seq. of the Civil Code apply in relation to Business Customers only to the extent that this Article does not regulate the matter. In relation to a Consumer, Art. 25.6 applies.

Art. 12 No guarantee of marketing results and dependence on Advertising Platforms

12.1The Provider does not guarantee the achievement of specific results, in particular the number of conversions, the amount of revenue, return on investment (ROAS, ROI), cost per acquisition, search engine rankings, reach, or the approval of ads by Advertising Platforms. Estimates and targets stated in the Offer or in reports are indicative and non-binding.

12.2The Client acknowledges that Advertising Platforms and other third-party services (in particular Meta, Google, LinkedIn, TikTok, Shopify) unilaterally set and change their rules, algorithms, prices and availability of features, and may reject an ad, or restrict or block an Account, without giving reasons. The Provider is not liable for such interventions, unless it caused them by breaching its obligations.

12.3If an ad is rejected or an Account is blocked, the Provider will give the Client reasonable assistance with an appeal. Work on restoring an Account exceeding 2 hours is charged as additional work.

12.4The Client must comply with the terms and conditions of the Advertising Platforms that apply to it as an advertiser or operator.

Art. 13 Intellectual property and licence to Deliverables

13.1Copyright and other intellectual property rights to the Deliverables arise for the Provider or for persons who created the Deliverables for it. The Provider grants the Client a licence to the Deliverables under this Article in accordance with Act No. 121/2000 Coll., the Copyright Act (the "Copyright Act").

13.2Bespoke Deliverables. For Deliverables created specifically for the Client (in particular an individual graphic design, logo, creative, texts, Source Code of a website or software developed as bespoke work), the Provider grants the Client an exclusive licence:

  • (a) for all methods of use known at the time the Contract is concluded,
  • (b) unlimited in quantity,
  • (c) without territorial limitation,
  • (d) for the duration of the economic rights,
  • (e) with the right to modify and adapt the Deliverable, combine it with other works and include it in a collective work,
  • (f) with the right to grant a sub-licence or assign the licence to a third party, without further consent of the Provider.

Even after granting an exclusive licence, the Provider is entitled to use the general principles, procedures and knowledge acquired in performance and the Provider Tools and Know-how.

13.3Provider Tools and Know-how. For the Provider Tools and Know-how that form part of a Deliverable, the Provider grants the Client a non-exclusive licence to the extent necessary to use the Deliverable for the purpose set out in the Contract, without territorial limitation, for the duration of the economic rights, with the right to make modifications within the Deliverable and the right of assignment together with the Deliverable. The Client may not use them separately outside the Deliverable.

13.4Effectiveness of the licence. The licence under Art. 13.2 and 13.3 is granted subject to the condition precedent of full payment of the price of the relevant Deliverable. Until full payment, the Client has only a non-exclusive, non-transferable and at any time revocable right to use the Deliverable for testing and Acceptance purposes. If the Client uses the Deliverable in production before full payment, it does so under a temporary licence, which the Provider may revoke if payment is more than 15 days late.

13.5Source Code. For software, websites and applications developed as bespoke work, the Provider will hand over the Source Code to the Client within 10 Business Days of full payment, by transferring the repository, giving access to the repository or handing over an archive. The Source Code of the Provider Tools and Know-how is handed over only to the extent that it forms part of the Deliverable. For Services provided as SaaS or Hosting (including a CRM operated by the Provider as a service), the Source Code is not handed over, unless otherwise agreed in the Contract.

13.6Third-Party Components. A Deliverable may contain Third-Party Components. The Client obtains the right to use them under the licence terms of their owners, not from the Provider. The Provider will draw the Client's attention to the paid Third-Party Components used and their material licence terms. Licence and subscription fees (e.g. Shopify apps, premium plugins, fonts, stock photo libraries) are paid by the Client, unless the Offer expressly includes them.

13.7Open-Source Components. The Provider is entitled to use Open-Source Components. The Client acknowledges that the relevant open-source licences apply to them and take precedence over this Article. Without the Client's consent, the Provider will not use components under a licence that would oblige the Client to publish the Source Code of its own software (in particular GPL or AGPL in relation to distributed or network-provided software).

13.8AI Outputs. The Provider is entitled to use AI Systems in performance (e.g. tools for generating text, images, video and code). The Client acknowledges that:

  • (a) an AI Output that was not created by the creative activity of a natural person may not be protected by copyright; to that extent the Provider cannot guarantee exclusivity or grant a licence, and transfers to the Client only such rights as it holds itself,
  • (b) the Provider checks AI Outputs with professional care before handover, in particular for obvious similarity to third-party works, trade marks and the likeness of real persons, but cannot exclude that an AI Output will be similar to the content of a third party,
  • (c) the Provider does not enter the Client's Confidential Information or personal data into AI Systems, unless it is necessary for performance and the AI System is one whose provider has contractually undertaken not to use such data for model training,
  • (d) the Client is responsible for the final use of AI Outputs and for labelling them under Art. 14.

13.9The Client grants the Provider a non-exclusive, royalty-free licence to the Client's materials to the extent and for the period necessary to perform the Contract.

Art. 14 AI solutions and the AI Act

14.1Where the Provider supplies the Client with an AI System (in particular a chatbot, AI agent, automation or integration), the Client is the deployer within the meaning of Art. 3(4) AI Act and, to the extent that it puts the AI System into service under its own name or trade mark, also the provider within the meaning of Art. 3(3) AI Act, unless the Contract expressly states that the Provider is the provider. In that case the Provider is the supplier of a technical solution based on the Client's specification.

14.2The Provider will design the AI System so that it enables compliance with the transparency obligations under Art. 50 AI Act, which apply from 2 August 2026, in particular:

  • (a) so that natural persons who interact with the AI System (e.g. a chatbot) are informed that they are communicating with an AI System, unless this is obvious from the circumstances,
  • (b) so that synthetic audio, image, video or text content generated by the AI System is, where technically feasible, marked in a machine-readable format.

14.3The Client is responsible for:

  • (a) setting the intended purpose of the AI System and its compliance with the AI Act, in particular for ensuring that the AI System is not used for prohibited practices under Art. 5 AI Act,
  • (b) disclosing that an image, audio or video constitutes a deep fake, and that a text published for the purpose of informing the public on matters of public interest was artificially generated or manipulated, under Art. 50(4) AI Act,
  • (c) ensuring a sufficient level of AI literacy among its staff under Art. 4 AI Act,
  • (d) the legal basis for the processing of personal data in the AI System, including informing data subjects.

14.4The Provider does not develop high-risk AI Systems under Art. 6 AI Act. If an AI System is to fall into this category, the parties will conclude a separate contract allocating the obligations. The Client must notify the Provider if the AI System is to be used in the areas listed in Annex III to the AI Act (e.g. recruitment, creditworthiness assessment, education, access to essential services).

14.5AI Systems may generate inaccurate or inappropriate responses. The Provider is not liable for the content of individual responses of an AI System based on a third-party model, if it supplied the AI System in accordance with the Specification. The Client must introduce appropriate human oversight proportionate to the risk of use.

Art. 15 Right to cite as a reference

15.1The Client agrees that the Provider may state the Client's business name, trade mark and logo and a general description of the Services, a link to the Deliverable and a preview of it in a list of references, on pnhmedia.com, in offers and on social media, including after the Contract has ended.

15.2The Provider will publish case studies with specific results (figures, metrics) only with the Client's prior consent given by e-mail.

15.3The Client may withdraw consent under Art. 15.1 at any time by e-mail. The Provider will remove the reference within 14 days; it need not remove materials already printed or historical social media posts.

15.4The Provider is entitled to place an unobtrusive link "Created by PNH MEDIA" on a Deliverable (in particular in the footer of a website), unless the Client asks by e-mail for it to be removed.

Art. 16 Hosting, maintenance and SLA

16.1Where the Provider provides Hosting, maintenance or support, the scope and parameters are set by the Contract. If no SLA is agreed, the following basic parameters apply:

ParameterValue
Target monthly availability of Hosting99.5% excluding planned maintenance
Planned maintenanceannounced at least 48 hours in advance, preferably between 22:00 and 6:00 CET/CEST
Incident reportingby e-mail to [email protected], and by telephone as well under an SLA
Response to a critical incident (service unavailable)within 4 hours on Business Days, 9:00 to 17:00
Response to other incidentswithin 2 Business Days
Backupsdaily, backups retained for 30 days

16.2Failure to reach the target availability does not give rise to a claim for damages, unless the SLA provides for a discount or credit. If a credit is agreed, it is the Client's sole claim arising from unavailability, except in cases of intent or gross negligence.

16.3Maintenance includes updates of security patches of the core and dependencies within the scope of the Contract. New features, redesign and content changes are not part of maintenance, unless the Contract expressly includes them.

16.4Responsibility for content (DSA). When providing Hosting, the Provider is a hosting service provider under Regulation (EU) 2022/2065 (the "DSA"). The Client is responsible for content that it stores or publishes on the Hosting. The Provider is entitled to disable access to content whose illegality it learns of through a notice under Art. 16 DSA or an order of a public authority, and to content that breaches these GTC. It will inform the Client of the restriction with a statement of reasons under Art. 17 DSA, unless this is prohibited by law or by a public authority. The point of contact for authorities and recipients of the service under Art. 11 and 12 DSA and the mechanism for reporting illegal content are stated in the Legal Notice on pnhmedia.com.

16.5The Client must not run on the Hosting content or activities that are unlawful, send unsolicited commercial communications, spread malware, place excessive load on the infrastructure or breach the terms of the infrastructure Subcontractor.

16.6Switching provider (Data Act). For Hosting and SaaS that are a data processing service under Regulation (EU) 2023/2854 (the "Data Act"), the following rules apply, unless the service is a custom-built service to a predominant extent within the meaning of Art. 31 Data Act:

  • (a) the Client may request a switch of provider or a transfer of its data and digital assets with a notice period of no more than 2 months,
  • (b) the Provider will give reasonable assistance with the transfer during a transitional period of 30 days, which may be extended once at the Client's request,
  • (c) the Client's data can be exported in a structured, commonly used and machine-readable format,
  • (d) switching charges are levied at no more than the Provider's direct costs and, from 12 January 2027, are not levied at all, to the extent provided in Art. 29 Data Act,
  • (e) after the transitional period ends and the transfer has succeeded, the Provider will erase the Client's data under Art. 21.4.

Art. 17 Confidentiality

17.1Confidential Information means all non-public information that the parties disclose to each other in connection with the Contract, in particular commercial, financial and technical data, access credentials, data from Accounts, Source Code, prices and the content of Offers.

17.2The parties must protect Confidential Information at least as carefully as their own confidential information, use it only to perform the Contract and not disclose it to third parties, except to their employees, Subcontractors and advisers bound by a duty of confidentiality, and where required by law or by a public authority.

17.3The duty of confidentiality does not apply to information that is or becomes publicly known without a breach of the Contract, that a party demonstrably knew before it was disclosed, or that it developed independently.

17.4The duty of confidentiality lasts for 3 years after the end of the Contract; for access credentials and trade secrets, for as long as they remain secret.

Art. 18 Non-solicitation of employees

18.1A Client that is a Business Customer undertakes that, during the term of the Contract and for 12 months after its end, it will not employ, or directly or through a third party enter into a contractual cooperation with, a natural person who in the last 12 months participated in performance for the Client as an employee of the Provider or as its Subcontractor, without the Provider's prior written consent.

18.2For breach of the obligation under Art. 18.1, the Client must pay the Provider a contractual penalty of CZK 250,000 for each such person. Section 2050 of the Civil Code does not apply.

18.3The prohibition does not apply to a person who applies for a publicly advertised job position on their own initiative.

Art. 19 Liability for damage and its limitation

19.1The parties are liable for damage caused by breach of their obligations under the Contract in accordance with the Civil Code, subject to the limitations in this Article.

19.2The Provider's total liability for damage and other harm under or in connection with the Contract is limited to an amount equal to the price of the Services paid by the Client to the Provider under the Contract concerned (for a Framework Agreement, the Call-off Order concerned; for a Retainer, all Retainers) for the 12 months preceding the event that caused the damage.

19.3The Provider is not liable for lost profit, loss of a business opportunity, loss of goodwill, indirect or consequential damage, loss of data that the Client would not have suffered had it made regular backups, or for the spend of the Media Budget, unless caused by a gross breach of the Provider's obligations.

19.4The limitations under Art. 19.2 and 19.3 do not apply to harm to the natural rights of a person, to damage caused intentionally or by gross negligence (Section 2898 of the Civil Code), to breach of the duty of confidentiality under Art. 17, or to cases where the limitation is excluded by a mandatory provision of law. In relation to a Consumer, the limitations under this Article do not apply to the extent that they conflict with mandatory legislation.

19.5The parties declare that, having regard to the price of the Services and the risks, the limitation under this Article is reasonable and that they were made familiar with its wording before the Contract was concluded.

19.6The Client's claims for damages must be asserted in writing within 12 months of the moment the Client learned of the damage. The limitation period for the rights of a Client that is a Business Customer arising from the Contract is 2 years, unless a law provides a shorter period (Section 630 of the Civil Code).

Art. 20 Force majeure

20.1Neither 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), in particular a natural disaster, war, epidemic, large-scale power or internet outage, large-scale cyber attack, outage of cloud infrastructure, intervention by a public authority or a general outage of an Advertising Platform.

20.2The party affected by force majeure must notify the other party without undue delay. If force majeure lasts longer than 60 days, either party may withdraw from the Contract. The obligation to pay for performance already provided remains.

Art. 21 Term and termination of the Contract

21.1A Contract for one-off performance expires on performance. A Contract with a Retainer and a Framework Agreement are concluded for an indefinite period, unless the Contract provides otherwise.

21.2Either party may terminate a Contract with a Retainer without giving reasons, with a notice period of 1 month, which begins on the first day of the calendar month following delivery of the notice. The Contract may set a minimum term; before it expires, termination is possible only on the grounds under Art. 21.3.

21.3Either party may withdraw from the Contract if the other party breaches the Contract in a material way and does not remedy the breach even within 15 days of delivery of a written notice. A material breach is in particular the Client's delay in payment of more than 30 days, repeated breach of Art. 7.2 and 7.3, breach of Art. 17 and Art. 18, and the Provider's delay in performance of more than 30 days that was not caused by the Client.

21.4Withdrawal takes effect for the future. The Client must pay the price for performance provided up to the date the Contract ends and demonstrably incurred costs. For a fixed price, the price for work in progress is determined by the Hourly Rate, up to a maximum of the fixed price.

21.5The end of the Contract does not affect provisions which by their nature are intended to continue, in particular Art. 13 (for paid Deliverables), 17, 18, 19, 22 and 27.

Art. 22 Handover of data and Accounts on termination

22.1Within 15 days of the end of the Contract, the Provider will:

  • (a) end its access to the Client's Accounts or hand over to the Client the administrator rights to the Accounts that it managed,
  • (b) hand over to the Client exports of the data that it holds for the Client (in particular data from the CRM, forms, reports) in a structured, commonly used format,
  • (c) hand over the Source Code and materials under Art. 13.5, if the price has been paid.

22.2Accounts and domains registered to the Provider for the Client's needs will be transferred by the Provider to the Client after payment of all due claims. The costs of the transfer charged by third parties are borne by the Client.

22.3Until all due claims are paid, the Provider is entitled to withhold the handover of Deliverables, Source Code and exports, but not of data for which the Client is the controller of personal data and whose withholding would prevent the Client from meeting its legal obligations.

22.4After the data is handed over, the Provider will erase the Client's data under Art. 11 of the DPA, unless retention is required by law.

Art. 23 Suspension of performance

23.1If the Client is in delay with payment for more than 7 days, the Provider is entitled, after prior notice by e-mail, to suspend performance, including suspension of campaigns, Hosting or access to SaaS, until full payment. Performance deadlines are extended by the period of suspension. Suspension does not cancel the obligation to pay the Retainer.

23.2The Provider will suspend Hosting or SaaS no earlier than 7 days after delivery of the notice. It does not delete the Client's data during the suspension.

23.3The Provider is also entitled to suspend performance if the Client's instruction is obviously unlawful or in breach of the rules of an Advertising Platform, until the matter is clarified.

Art. 24 Processing of personal data

24.1Where in performance the Provider processes personal data of which the Client is the controller (in particular advertising audiences, data from pixels and conversions, data in the CRM, from forms, e-shop customer data, data on the Hosting), this processing is governed by the DPA, which forms Annex No. 1 to these GTC. By concluding the Contract, the DPA is also concluded.

24.2The Provider processes the personal data of the Client's contact persons as a controller under the Privacy Policy published on pnhmedia.com.

24.3The Client is responsible for having a valid legal basis for processing the personal data that it passes to the Provider or to which it gives the Provider access through Accounts, and for having duly informed data subjects, including obtaining cookie consent on its websites under Section 89(3) of Act No. 127/2005 Coll., on Electronic Communications.

Art. 25 Provisions for Consumers

25.1This Article applies where the Client is a Consumer. In the event of a conflict with the other provisions of the GTC, it prevails.

25.2Prices for Consumers are stated as final prices including VAT, if the Provider is a VAT payer, and including all fees. Before the Contract is concluded, the Provider will give the Consumer the information required under Sections 1811 and 1820 of the Civil Code, in particular in the Offer and in these GTC.

25.3Right to withdraw from the Contract. A Consumer who concluded the Contract at a distance or off-premises has the right to withdraw from the Contract without giving reasons within 14 days of the date the Contract was concluded (Section 1829 of the Civil Code). Withdrawal may be made by any unambiguous statement sent to the e-mail address [email protected] or to the Provider's registered office, or by using the model form in Art. 25.10. The period is met if the withdrawal is sent within it. The Provider will return the funds received within 14 days of withdrawal in the same way in which it received them, unless the parties agree otherwise.

25.4Performance during the withdrawal period. If the Consumer expressly asks the Provider to begin providing services before the withdrawal period expires and subsequently withdraws from the Contract, the Consumer will pay the Provider a proportionate part of the price for performance provided up to the moment of withdrawal (Section 1834 of the Civil Code). The Consumer has no right to withdraw from a contract for the provision of services if they have been fully performed with the Consumer's prior express consent (Section 1837(a) of the Civil Code), or from a contract for the supply of digital content not supplied on a tangible medium, if it was supplied with the Consumer's prior express consent before the withdrawal period expired and the Consumer was informed that they thereby lose the right of withdrawal (Section 1837(l) of the Civil Code). The Provider will have the express consent and the information confirmed by e-mail.

25.5The limitation of liability under Art. 19, the contractual penalties under Art. 5.7 and 18, deemed acceptance under Art. 10.6(c), the shortening of the limitation period under Art. 19.6, the prohibition of set-off under Art. 5.9 and the prorogation under Art. 27.3 do not apply to Consumers.

25.6The Consumer's rights arising from defective performance are governed by Section 1914 et seq. and Section 2615 et seq., and for digital content and services by Section 2389a et seq., of the Civil Code. Defects may be claimed by e-mail to [email protected]. The Provider will handle the complaint no later than 30 days after it is made.

25.7Out-of-court dispute resolution. The Consumer has the right to out-of-court resolution of a consumer dispute. The competent body is the Czech Trade Inspection Authority (ČOI), Central Inspectorate, ADR Department, Štěpánská 15, 120 00 Prague 2, e-mail: [email protected], website: adr.coi.cz. A Consumer resident in another EU Member State may contact the European Consumer Centre Czech Republic (www.evropskyspotrebitel.cz).

25.8ODR platform. The online dispute resolution platform under Regulation (EU) No. 524/2013 was discontinued with effect from 20 July 2025 on the basis of Regulation (EU) 2024/3228. The Consumer may use out-of-court resolution under Art. 25.7.

25.9Supervision of compliance with the Provider's obligations in relation to Consumers is carried out by the Czech Trade Inspection Authority (ČOI) (www.coi.cz); in the area of personal data protection, by the Office for Personal Data Protection (ÚOOÚ) (www.uoou.gov.cz).

25.10Model form for withdrawal from the Contract:

Addressee: PNH LIMITLESS s.r.o., Příčná 1892/4, Nové Město, 110 00 Prague 1, e-mail: [email protected]. I hereby give notice that I withdraw from the contract for the provision of the following services: [description of the Service and Offer CP number]. Date of conclusion of the contract: [date]. Name and surname of the consumer: [name]. Address of the consumer: [address]. Signature (only if submitted on paper): [signature]. Date: [date].

Art. 26 Amendment of the GTC

26.1The Provider is entitled to amend the GTC reasonably, in particular when legislation, the scope of the Services, the rules of Advertising Platforms or technical and security conditions change. It will notify the Client with whom it has a Contract with repeated performance (Retainer, Framework Agreement, Hosting) of the change by e-mail at least 30 days before it takes effect, stating the changes (Section 1752 of the Civil Code).

26.2The Client is entitled to reject the change and on that ground terminate the Contract with a notice period of 1 month from the date of delivery of the notice, by the date the change takes effect. If the Client does not reject the change by the date it takes effect, it is deemed to have accepted it.

26.3For Contracts for one-off performance, the version of the GTC in force on the date the Contract is concluded applies.

26.4Notification is not required for changes that are solely in the Client's favour, or for corrections of obvious errors and changes of contact details.

Art. 27 Governing law and dispute resolution

27.1The Contract and the GTC are governed by the law of the Czech Republic, in particular the Civil Code. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention, CISG) does not apply.

27.2If the Client is a Consumer with habitual residence in another state, the choice of law does not affect the protection afforded to the Consumer by the mandatory provisions of the law of the state of their habitual residence (Art. 6 of Regulation (EC) No. 593/2008, Rome I).

27.3Disputes between the Provider and a Client that is a Business Customer will be decided by the general courts of the Czech Republic. The locally competent court is the court of the Provider's registered office, that is, the District Court for Prague 1, or the Municipal Court in Prague where a regional court has subject-matter jurisdiction. This jurisdiction agreement is also made under Art. 25 of Regulation (EU) No. 1215/2012 (Brussels I bis).

27.4The parties will first try to resolve a dispute amicably through negotiation between responsible persons within 30 days of written notice of the dispute. This does not affect the right to bring a claim or to apply for an interim measure.

Art. 28 Final provisions

28.1If the Contract or the GTC are made in several language versions, the Czech version prevails.

28.2If any provision of the GTC is invalid or ineffective, this does not affect the other provisions. The parties will replace such a provision with a valid provision that comes closest to it in purpose.

28.3If the Client is a Business Customer, both parties assume the risk of a change of circumstances under Section 1765(2) of the Civil Code, and Sections 1764 to 1766 of the Civil Code do not apply. This does not affect the rights under Art. 5.8 and Art. 21.

28.4The Client may not assign rights and obligations under the Contract to a third party without the Provider's consent. The Provider is entitled to assign claims under the Contract and to transfer the Contract to a successor company or to the affiliated company PNH MEDIA s.r.o. under Art. 1.2. A Client that is a Business Customer gives its prior consent to such transfer under Section 1899 of the Civil Code; the transfer becomes effective towards the Client upon delivery of a notice of transfer. The transfer does not change the content of the Contract.

28.5Notices under the Contract are delivered to the e-mail addresses of the contact persons stated in the Contract, otherwise to the address of the registered office. An e-mail is deemed delivered on the day it is sent, unless it is returned as undeliverable.

28.6Provider contact: [email protected], tel. +420 722 221 445, Příčná 1892/4, Nové Město, 110 00 Prague 1.

28.7These GTC take effect on 22 October 2026.

28.8Annexes:

  • Annex No. 1: Data Processing Agreement (DPA), including its annexes (list of processing Subcontractors, technical and organisational measures).
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© 2026 PNH MEDIA is a trade name of PNH LIMITLESS s.r.o., Company ID 30029805, Příčná 1892/4, 110 00 Prague 1, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 456086.