General Terms and Conditions (T&C)
Trinity Studio — a brand and division of TurnOnline.biz s.r.o.
Effective from: 4 July 2026 · Version: 1.0
The Slovak version is legally binding. In case of any discrepancy, the Slovak text prevails (Art. 18.4).
Article 1 — Introductory provisions and definitions
1.1 These General Terms and Conditions (the "T&C") govern the rights and obligations between the Provider and the Client in the provision of custom software development and related services.
1.2 Definitions:
- Provider: TurnOnline.biz s.r.o., operating under the brand Trinity Studio, identified in Article 2.
- Client: an entrepreneur (a legal entity or a self-employed natural person) ordering the Services within its business activity.
- Services: custom software development, together with the initial consultation (Discovery), solution design (Blueprint), development, acceptance, and optionally hosting, maintenance and support.
- Work: the software, source code, documentation and other deliverables created by the Provider for the Client under the Contract.
- Contract: the agreement on the provision of Services, of which these T&C form an integral part; it is typically formed by acceptance of the quotation/order (Blueprint).
- Background IP: the Provider's reusable components, libraries, tools and know-how existing independently of the Contract.
1.3 The relationship is governed by the Commercial Code (Act No. 513/1991 Coll.) and these T&C. It is exclusively a business-to-business (B2B) relationship; consumer-protection rules do not apply (see Art. 4.5).
Article 2 — Provider identification (§ 4 of Act No. 22/2004 Coll.)
- Business name: TurnOnline.biz s.r.o., brand/operation: Trinity Studio
- Registered seat: Antolská 3721/4, 851 07 Bratislava, Slovak Republic
- ID No. (IČO): 44 749 619 · Tax No. (DIČ): 2022814783 · VAT No. (IČ DPH): SK2022814783
- Registered in the Commercial Register of the Municipal Court Bratislava III, section: Sro, insert No. 58171/B
- Contact: support@turnonline.biz
- Supervisory authority: Slovak Trade Inspection (SOI), SOI Inspectorate for the Bratislava Region, Bajkalská 21/A, 827 99 Bratislava.
Article 3 — Subject and scope of Services
3.1 The Provider delivers custom software development and related services, typically in four phases: (a) Discovery, (b) Blueprint (scope, technical approach, timeline and fixed price), (c) Development & delivery, (d) Acceptance. Optional hosting, maintenance and support (Article 14) may follow.
3.2 The initial 30-minute Discovery consultation is free of charge and non-binding.
3.3 The exact scope, deliverables, timeline and price of a specific project are set out in the accepted Blueprint/order. Anything not expressly in scope is treated as a change under Article 5.4.
Article 4 — Formation of the Contract and incorporation of the T&C
4.1 The Contract is formed by the Client's acceptance of the Blueprint/quotation (in writing, by e-mail or by other demonstrable means).
4.2 These T&C form an integral part of the Contract pursuant to § 273 of the Commercial Code; the Client confirms it has reviewed and agrees to the T&C, which are made available/attached with the Blueprint.
4.3 In case of conflict, the Blueprint/order prevails over these T&C.
4.4 Business-capacity representation. The Client represents that it enters into the Contract within its business activity and not as a consumer, and acknowledges that consumer-protection legislation therefore does not apply.
4.5 Consumer legislation (Act No. 250/2007 Coll., Act No. 102/2014 Coll. — including the 14-day right of withdrawal and consumer ADR) and the consumer-facing obligations of the Digital Services Act do not apply to this B2B relationship.
Article 5 — Delivery process and acceptance
5.1 The Provider delivers the Work in accordance with the Blueprint. The Client shall provide timely cooperation, inputs, access and decisions; the Client's delay reasonably extends the deadlines.
5.2 After delivery, the Client has 10 business days for acceptance testing. If it does not notify defects preventing use within that period in writing, the Work (or its milestone) is deemed accepted. Putting the Work into production also constitutes acceptance.
5.3 Minor defects not preventing use do not block acceptance; the Provider remedies them within a reasonable time under warranty (Article 12).
5.4 Change requests. Scope changes are made by a written amendment adjusting the price and/or timeline. Until agreed, the Provider proceeds under the original scope.
Article 6 — Price and payment terms
6.1 The price is a fixed price per the Blueprint unless agreed otherwise. Prices are stated exclusive of VAT.
6.2 VAT on cross-border B2B services. The place of supply of services to a taxable person is the Member State where the Client is established (§ 15(1) of Act No. 222/2004 Coll.; Art. 44 of Directive 2006/112/EC). If the Client is VAT-registered in another EU Member State, the invoice is issued without Slovak VAT bearing the note "reverse charge / prenesenie daňovej povinnosti" (Art. 196); the Client self-assesses and accounts for VAT. The Client provides a valid VAT ID, which the Provider verifies in VIES. The Provider files an EC Sales List (súhrnný výkaz) under § 80.
6.3 Unless the Blueprint provides otherwise, payment is 50 % on order (acceptance of the Blueprint) and 50 % on acceptance of the Work, invoices due within 14 days of issue.
6.4 The Client's full exercise of rights to the Work (Article 8) takes effect only upon full payment of the price.
Article 7 — Late payment
7.1 On the Client's late payment, the Provider is entitled to default interest equal to the ECB base rate in force on the first day of default increased by 9 percentage points, fixed for the entire period of delay (§ 1(1) of Government Regulation No. 21/2013 Coll., § 369 of the Commercial Code).
7.2 The Provider is further entitled to a flat-rate recovery cost of EUR 40 per claim, once, regardless of the duration of delay (§ 369c of the Commercial Code).
7.3 If the delay exceeds 14 days, the Provider may suspend the Services until payment.
Article 8 — Intellectual property
8.1 Commissioned work (software). The parties acknowledge that under § 91(4) of the Copyright Act (Act No. 185/2015 Coll.) a computer program created to order is subject to the employee-work rules and the Client is deemed the employer. The Client therefore exercises the author's economic rights to the Work in its own name and on its own account (§ 90(4)), without the need for a separate licence.
8.2 Effect upon payment. The exercise of rights under 8.1 vests in the Client upon full payment of the price for the relevant Work. Until then, the Provider reserves the exercise of the economic rights.
8.3 Right to modify and assign (no vendor lock-in). The Client may freely use, modify and develop the Work and assign the right to exercise the economic rights to a third party (§ 90(5)). The Client receives the complete source code, with no hidden licensing fees and no lock-in to the Provider.
8.4 The author's moral rights remain with the author by law and are inalienable; this does not affect the Client's exercise of the economic rights.
8.5 Background IP. Where the Provider's Background IP is incorporated into the Work, the Provider grants the Client a non-exclusive, perpetual, worldwide, royalty-free and transferable licence to use it to the extent needed to use and develop the Work without restriction. Ownership of the Background IP remains with the Provider; no further licensing fees arise from this licence.
8.6 Third-party and open-source software. The Work may include third-party and open-source components governed by their own licences, of which the Provider informs the Client. The Client is responsible for complying with those licences in further use.
Article 9 — Use of artificial intelligence (AI) tools
9.1 The Provider may use AI tools in development. The Provider does not train public AI models on the Client's confidential or proprietary data and uses isolated, secure environments.
9.2 The Provider ensures an adequate level of AI literacy of its staff pursuant to Art. 4 of Regulation (EU) 2024/1689 (the AI Act).
9.3 The Provider professionally reviews AI-assisted output before delivery and remains responsible for the Work as a whole under Articles 12 and 13, regardless of the tools used.
Article 10 — Confidentiality
10.1 Each party keeps the other party's confidential information confidential and uses it only to perform the Contract. The obligation survives for 3 years after termination, unless agreed otherwise.
10.2 Breach of confidentiality is not subject to the liability limitation (Article 13.4).
Article 11 — Data protection
11.1 Where the Provider processes personal data on the Client's behalf, the parties conclude a Data Processing Agreement under Art. 28 GDPR (separate document), which is an annex to these T&C.
11.2 Where tools/sub-processors established outside the EEA are used (including AI tools), transfers occur only if the conditions of Chapter V GDPR are met (an adequacy decision — e.g. the EU–US Data Privacy Framework — or transfer Standard Contractual Clauses).
11.3 Data residency. By default, the Provider hosts the Work and related data within the European Union (EU) region, unless otherwise agreed with the Client.
Article 12 — Warranty and defects
12.1 The Provider warrants the Work for 6 months from acceptance. During the warranty period the Provider remedies, free of charge, defects preventing the agreed use of the Work.
12.2 The warranty does not cover defects caused by the Client's or third parties' interference, misuse, environment changes, or third-party components outside the Provider's control.
12.3 To the extent permitted by law, warranties beyond those expressly agreed (e.g. fitness for an unstated purpose) are excluded.
Article 13 — Liability and its limitation
13.1 Liability is governed by the Commercial Code. The parties acknowledge that the right to damages cannot be waived before the breach (§ 386(1) of the Commercial Code); the following are a limitation of extent, not a waiver.
13.2 Exclusion of indirect damage. The Provider is not liable for indirect or consequential damage, in particular lost profit, loss of data, loss of revenue or business opportunities.
13.3 Cap. The Provider's total aggregate liability under the Contract is limited to the sum of fees actually paid by the Client in the 12 months preceding the event giving rise to the damage.
13.4 Carve-outs. The limitations in 13.2 and 13.3 do not apply to damage caused intentionally or by gross negligence, to breach of confidentiality (Article 10), to infringement of intellectual property rights (Article 8), or to the extent liability cannot be limited under mandatory law.
Article 14 — Hosting, maintenance and support (optional)
14.1 If ordered, the Provider provides hosting, maintenance and support for a flat fee of EUR 80/month (excl. VAT), invoiced monthly.
14.2 The term is indefinite with a 1-month notice period. The Provider provides maintenance and support using commercially reasonable efforts; target response times by severity: critical defects 1 business day, standard 3 business days. These times are indicative and do not constitute a contractual penalty or a claim for service credits.
14.3 On termination of support, the Provider provides reasonable assistance with migration and handover of data and access to the Client.
Article 15 — Term and termination
15.1 The Contract lasts until due delivery and acceptance of the Work, or for the duration of ongoing Services.
15.2 Either party may withdraw for a material breach not cured within an additional reasonable period. The Provider may also withdraw if the Client is more than 30 days late with payment.
15.3 On termination, the Client pays for the part of the Work duly delivered by the termination date. Articles on IP (8), confidentiality (10) and liability (13) survive.
Article 16 — Force majeure
16.1 Neither party is liable for non-performance due to circumstances excluding liability (§ 374 of the Commercial Code). The parties inform each other without undue delay.
Article 17 — Governing law and dispute resolution
17.1 The Contract and these T&C are governed by the law of the Slovak Republic (Rome I, Reg. (EC) No. 593/2008, Art. 3).
17.2 The courts of the Slovak Republic have exclusive jurisdiction (Brussels I recast, Reg. (EU) No. 1215/2012, Art. 25); venue is the court of the Provider's seat. A Slovak judgment is enforceable throughout the EU without a declaration of enforceability (Art. 39).
17.3 The parties shall first attempt to resolve disputes amicably.
Article 18 — Final provisions
18.1 If any provision becomes invalid, the remaining provisions stay in force; the invalid provision is replaced by one closest in permitted meaning.
18.2 The Provider may amend the T&C; Contracts already concluded are governed by the version in force at their conclusion, unless agreed otherwise.
18.3 Notices are delivered to the e-mail/contact addresses stated in the Contract.
18.4 Language. These T&C are drawn up in Slovak and English; in case of conflict, the Slovak version prevails.
18.5 These T&C take effect on 4 July 2026.