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Terms and Conditions

Effective from: 7 July 2026

CircuitNinja s.r.o., Company ID (IČO): 23151200, VAT ID (DIČ): CZ23151200, with its registered office at Kurzova 2222/16, Stodůlky, 155 00 Prague 5, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague under file no. C 421560 (the "Provider"),

issues, in accordance with Section 1751 of Act No. 89/2012 Coll., the Civil Code, as amended (the "Civil Code"), these

TERMS AND CONDITIONS

(the "Terms").

Provider's contact details:

  • E-mail: info@circuitninja.cz
  • Web: circuitninja.cz

Effective from: 7 July 2026

I. Introductory Provisions

  1. These Terms govern the mutual rights and obligations of the parties arising in connection with or on the basis of a contract (the "Contract") concluded between the Provider and another person (the "Customer") via the website circuitninja.cz, e-mail, or other means of distance communication.
  1. The subject of performance is in particular the custom manufacturing of printed circuit boards (the "PCBs") and related services according to the individual specification and materials supplied by the Customer (the "Goods"). The related services include, in particular, electrical testing, the production of solder-paste stencils, and the provision of test reports.
  1. The Goods and ordering are intended exclusively for Entrepreneurs ordering within the scope of their business activity. The Provider makes the ordering available on an invitation basis only and does not address its offer to consumers or to the general public; the presentation of the Goods is not an offer within the meaning of Section 1732(2) of the Civil Code. By submitting an Order, the Customer declares that they conclude the Contract as an Entrepreneur and not as a Consumer. Should, notwithstanding the above, a Contract nonetheless be concluded with a Consumer, the provisions of these Terms protecting Consumers and the mandatory provisions of law for the protection of consumers apply to such a Contract.
  1. These Terms form an integral part of the Contract. Diverging arrangements in the Contract or in an individual price quotation take precedence over the wording of these Terms.
  1. The Provider may amend or supplement the wording of these Terms. This provision is without prejudice to rights and obligations arising during the effective period of the previous wording. The wording effective on the date a Contract is concluded applies to that Contract.

II. Definitions

  1. Provider – the company CircuitNinja s.r.o., identified in the heading of these Terms.
  1. Customer – the person concluding the Contract with the Provider. The Customer may be:
  • an Entrepreneur – a person who concludes the Contract within the scope of their business activity or in the independent exercise of their profession, or a person acting in the name of or on behalf of an entrepreneur; or
  • a Consumer – any individual who, outside the scope of their business activity or the independent exercise of their profession, concludes a Contract with the Provider or otherwise deals with the Provider.
  1. Web Interface – the ordering interface available on the website circuitninja.cz, through which the Customer uploads the Materials, the Automatic Check is performed, the price is displayed, and the Order is created.
  1. Automatic Check – the automated, informational verification of the uploaded Materials in the Web Interface as to selected formal and manufacturing parameters, provided as a free tool. The Automatic Check does not verify the correctness, completeness, or functional suitability of the Customer's design, and the Provider gives no warranty in respect of it.
  1. Order – a binding order for the Goods created and submitted by the Customer via the Web Interface after uploading the Materials, performing the Automatic Check, and displaying the price.
  1. Materials – manufacturing data, technical documentation, drawings, files (in particular Gerber files, drill data, assembly data), and other specifications supplied by the Customer, on the basis of which the Goods are manufactured.
  1. Approval Function – an optional feature of the Web Interface allowing the Customer's organization to require internal approval of an Order before it is bindingly submitted; where the Customer uses this feature, the Order becomes binding only upon its approval via the Web Interface.

III. Order and Conclusion of the Contract

  1. Goods are ordered via the Web Interface. The Customer uploads the Materials to the Web Interface and enters the required parameters of the Goods (in particular quantity and design).
  1. After the Materials are uploaded, the Web Interface performs the Automatic Check and displays to the Customer the price of the Goods including VAT and the estimated production date. Performing the Automatic Check or displaying the price does not constitute confirmation or approval by the Provider of the correctness, completeness, or functional suitability of the Materials.
  1. The Customer creates a binding Order by submitting it via the Web Interface; before submitting, the Customer is able to review and change the entered details. By submitting the Order, the Customer confirms that they have read and agree to these Terms.
  1. The Contract is concluded:
  • a) where the Customer pays the price in advance (advance payment under Article V), at the moment the price stated in the Order is paid; or
  • b) where payment on the basis of an invoice with a maturity date has been agreed with the Customer (Article V(4)), at the moment the Order is submitted via the Web Interface; where the Customer's organization uses the Approval Function, at the moment the Order is approved via the Web Interface.

The Provider confirms acceptance of the Order and conclusion of the Contract to the Customer electronically, to the e-mail address stated in the Order.

  1. The Customer agrees to the use of means of distance communication when concluding the Contract. Any costs incurred by the Customer when using means of distance communication (internet connection) are borne by the Customer and do not differ from the basic rate.
  1. Given the made-to-order nature of the manufacturing, the Provider commences manufacture of the Goods after the Contract has been concluded. Where the Customer pays the price in advance, manufacture commences only after the price has been paid under Article V; where payment on the basis of an invoice with a maturity date has been agreed, the Provider commences manufacture without undue delay after the Contract is concluded, without waiting for payment.
  1. Ordering and, in particular, the issuing of invoices to Customers who are Entrepreneurs may require the creation of a user account. The Customer is obliged to provide true and complete details when registering and to keep them up to date. The Customer keeps the account access credentials confidential, does not make them available to third parties, and is responsible for all activity carried out through their account. The Provider is entitled to cancel a user account, in particular where the Customer breaches these Terms or the account is not used for a prolonged period.

IV. Customer's Materials and Specification

  1. The Customer is fully responsible for the correctness, completeness, and faultlessness of the Materials and the design of the Goods. The Automatic Check is only a free aid, does not verify the correctness or functional suitability of the design, and its performance does not relieve the Customer of responsibility for the Materials.
  1. The Goods are manufactured according to the production data contained in the Materials (in particular Gerber files and drill data) and according to the parameters selected by the Customer in the Web Interface (in particular material, number of layers, thickness, colors, surface finish, and quantity). The Provider does not automatically take into account, during manufacture, free text, notes, or instructions provided outside the production data and outside the parameters selected in the Web Interface (e.g. in the note field, a PDF, e-mail, or comment), unless expressly confirmed by the Provider. The Customer must ensure that the production data and the parameters selected in the Web Interface are mutually consistent.
  1. The Provider gives no warranty in respect of the Automatic Check and is not liable for defects in the Goods or for damage arising as a result of incorrect, incomplete, or mutually contradictory Materials or design supplied by the Customer, nor for use of the Goods for a purpose other than that agreed.
  1. The Customer declares and warrants that it is entitled to use the Materials and to provide them to the Provider for the manufacture of the Goods, and that neither the Materials nor their use for the manufacture of the Goods infringe the rights of third parties, in particular intellectual property rights, industrial property rights, or trade secrets. Intellectual property rights to the Materials remain with the Customer.
  1. If a third party asserts a claim against the Provider for infringement of its rights in connection with the Materials or their use, the Customer undertakes to compensate the Provider for all damage and reasonably incurred costs thereby arising.
  1. The Provider treats the Materials as confidential and uses them solely for the purpose of manufacturing the Goods for the Customer.

V. Price and Payment Terms

  1. The price of the Goods is determined automatically in the Web Interface based on the uploaded Materials and entered parameters and is stated in the Order. The Provider is a VAT payer; the price is stated including VAT at the statutory rate. The price includes, or there are added to it, the costs of delivery of the Goods according to the Customer's choice in the Order.
  1. The Customer pays the price of the Goods, including delivery costs, by bank transfer to the Provider's bank account stated on the invoice issued by the Provider.
  1. Given the made-to-order nature of the manufacturing, the price is generally payable in advance on the basis of an advance (proforma) invoice; in such case, manufacture of the Goods commences only once the price has been paid. When paying, the Customer must state the variable symbol given in the payment instructions or on the invoice.
  1. Based on individual agreement with the Customer (in particular for long-term B2B partners), the Provider may allow payment of the price of the Goods via a standard invoice with a maturity date. In such case, manufacture of the Goods commences without undue delay after the Contract is concluded, and the price is payable within the period stated on the issued invoice.
  1. The Customer's obligation to pay the price is fulfilled at the moment the relevant amount is credited to the Provider's bank account.
  1. The Provider issues the Customer an appropriate tax document (invoice) and sends it electronically to the Customer's e-mail address.

VI. Manufacture and Delivery

  1. The estimated manufacturing time for the Goods is stated in the Order. Any express deadline stated (e.g. manufacture within 24 hours) relates to the manufacturing time of the Goods, not to the delivery time; it applies under the conditions and to the extent set out in the Web Interface and is conditional in particular upon the upload of complete Materials and conclusion of the Contract (in the case of advance payment, upon payment of the price).
  1. If the method of delivery is not agreed, it is determined by the Provider. The Customer bears the costs of delivery of the Goods in accordance with the Order, unless agreed otherwise.
  1. For dimensionally large or technologically demanding Goods, it may not be possible, for manufacturing reasons, to produce the entire ordered quantity. In such a case the Provider is entitled to deliver the conforming pieces and to refund the Customer the proportionate part of the price corresponding to the pieces not delivered.
  1. For delivery of the Goods outside the territory of the Czech Republic, the Customer bears the value added tax, customs duties, charges, and customs-clearance costs assessed in the country of destination, unless agreed otherwise.
  1. Where the Customer is an Entrepreneur, the risk of damage to the Goods passes to the Customer at the moment the Goods are handed over to the first carrier for transport to the Customer.
  1. Where the Customer is a Consumer, the risk of damage to the Goods passes to the Customer upon receipt of the Goods; however, if the Consumer engages a carrier not designated by the Provider, the risk passes upon handover of the Goods to that carrier.
  1. The Customer must inspect the Goods upon receipt and notify the Provider, or the carrier, without undue delay of any obvious defects as well as any damage to the packaging.
  1. The estimated delivery deadline is indicative. A delay in delivery does not entitle a Customer who is an Entrepreneur to damages or to withdraw from the Contract; this is without prejudice to the rights of a Consumer under mandatory provisions of law.

VII. Rights from Defective Performance and Complaints

  1. The Provider is liable to the Customer that, upon receipt, the Goods conform to the production data contained in the Materials and are free of manufacturing defects. The Provider carries out output inspection and testing of the manufactured circuit boards according to its own procedures and delivers only boards that have passed such testing (a "functional board"). The term functional board means solely the conformity of the Goods with the Materials and their manufacturing soundness as verified by the Provider's testing; it does not relate to the correctness, suitability, or functional capability of the Customer's design. Rights and obligations arising from defective performance are governed by the relevant provisions of the Civil Code.
  1. The Goods are manufactured within the Provider's technological capabilities and tolerances published on the website circuitninja.cz (in particular on the Technical Parameters page). The Customer acknowledges and agrees that deviations falling within these published tolerances are not defects, in particular deviations in dimensions, thickness, solder-mask color shade, silkscreen shift or widening, impedance, and slight warping, as well as natural markings of the base material or illegibility of the silkscreen caused by an undersized or non-standard design of the Customer.
  1. The Goods are an express prototype intended for development and prototyping purposes. The Provider does not warrant the suitability of the Goods for series production or for safety-critical, medical, automotive, aerospace, defence (military), or other regulated or high-reliability applications, unless expressly agreed in writing.
  1. The Customer exercises rights from defective performance (files a complaint) with the Provider at info@circuitninja.cz or at the Provider's registered office. A complaint must be filed in writing and contain a precise description of the defect, identification of the claimed Goods, the Order number or dispatch date, and photographs depicting the defect. The Customer must return the claimed pieces to the Provider.
  1. The Provider is not liable for defects arising from the Materials or design supplied by the Customer (Article IV), for defects caused by use of the Goods for a purpose other than that agreed or beyond the agreed parameters, by unauthorised interference with the Goods, by improper use, storage, or handling of the Goods, or for ordinary wear and tear. The Provider is also not liable for defects where the Customer or a third party has intervened in the Goods by repair or other manipulation that prevents the cause of the defect from being established.
  1. Where the Customer is a Consumer, rights from defective performance are governed in particular by Sections 2099 et seq. and Sections 2161 et seq. of the Civil Code and by Act No. 634/1992 Coll., on Consumer Protection; paragraphs 2, 3, and 8 do not apply to the extent that they would limit the Consumer's rights under mandatory provisions of law. The Provider decides on a Consumer's complaint without undue delay, in complex cases within three working days at the latest; the complaint, including the remedy of the defect, will be settled without undue delay, no later than 30 days from the date it is filed, unless a longer period is agreed.
  1. Where the Customer is an Entrepreneur, the period for notifying defects in the Goods is 5 working days from receipt of the Goods for obvious defects, and without undue delay after their discovery for hidden defects.
  1. The Goods are delivered vacuum-sealed. The Provider recommends unpacking the Goods only immediately before processing and storing them in a dry place in their original packaging; once the original packaging is opened, the solderability and shelf life of the Goods may be reduced and the risk of delamination increases. For a Customer who is an Entrepreneur, the solderability of the surface finish is guaranteed, provided the recommended storage conditions are met, for the period corresponding to the relevant surface finish stated in the published technical parameters, or otherwise for the period usual for that surface finish.

VIII. Withdrawal from the Contract

  1. A Consumer who has concluded a Contract by distance means has, in accordance with Section 1829(1) of the Civil Code, the right to withdraw from the Contract within 14 days of the date of receipt of the Goods, unless stated otherwise below. To meet the deadline, it is sufficient to send the withdrawal to the Provider before the deadline expires, to info@circuitninja.cz or to the Provider's registered office.
  1. The Consumer acknowledges that, pursuant to Section 1837(d) of the Civil Code, it is not possible to withdraw from a Contract for the supply of Goods that have been manufactured according to the Consumer's requirements or adapted to the Consumer's personal needs. As the Goods (custom-manufactured PCBs based on the Customer's Materials) are made to order according to the Consumer's specification, the right of withdrawal under paragraph 1 does not apply to such Goods.
  1. If the Consumer validly withdraws from the Contract, the Provider returns to the Consumer, without undue delay and no later than 14 days from the withdrawal, all funds received from the Consumer under the Contract, using the same means. The Provider is not obliged to return the funds received before the Consumer hands over the Goods or demonstrates that the Goods have been dispatched.
  1. Where the Customer is an Entrepreneur, the right of withdrawal under paragraph 1 does not apply; withdrawal from the Contract is possible only on the grounds agreed in the Contract or stipulated by law. Given the made-to-order nature of the manufacturing, once manufacture of the Goods has commenced, a Customer who is an Entrepreneur is not entitled to a refund of the price paid.
  1. The Provider is entitled to withdraw from the Contract in particular if the Goods cannot be manufactured due to defective or incomplete Materials that did not pass the Automatic Check, or if the Customer otherwise breaches the Contract in a material manner. If the price has already been paid and manufacture has not taken place, the Provider returns the paid amount to the Customer.

IX. Limitation of Liability

  1. Where the Customer is an Entrepreneur, the Provider compensates only actual damage; compensation for indirect and consequential damage, lost profit, and loss of data is excluded to the extent permitted by law. The total amount of damages is limited to the price of the Goods under the relevant Contract. These limitations do not apply in the case of damage caused intentionally or by gross negligence.
  1. The limitations of liability under paragraph 1 do not apply to a Customer who is a Consumer; the statutory rights of the Consumer remain unaffected.

X. Prohibited Orders and Export Restrictions

  1. The Customer may not order, via the Web Interface, Goods whose Materials or intended use infringe legal regulations or the rights of third parties, in particular Goods infringing the intellectual property rights of third parties, or Goods associated with other unlawful content or purpose.
  1. Standard Orders created via the Web Interface are not intended for military (defence) use. The Provider supplies Goods for the defence or military sector exclusively on the basis of a separate written contract concluded outside the standard ordering process of the Web Interface; the terms of such supplies, including compliance with the laws on trade in military material and on export control, are governed by that separate contract.
  1. The Provider is entitled to refuse or cancel an Order that is contrary to paragraphs 1 and 2 and to withdraw from the Contract, without any liability towards the Customer. The Provider refunds to the Customer any price already paid for Goods not manufactured.
  1. The Customer declares and warrants that neither its Order created via the Web Interface nor the use of Goods so ordered infringes applicable export-control and international-sanctions regulations (in particular those of the European Union, the United Nations, and the United States), and that the Goods will not be used for nuclear, missile, chemical, or biological weapons or other prohibited end-use.

XI. Protection of Personal Data

  1. The Provider processes the Customer's 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 the Processing of Personal Data, for the purpose of concluding and performing the Contract and fulfilling related legal obligations.
  1. Detailed information on the processing of personal data is set out in a separate Privacy Policy document available on the Provider's website.

XII. Out-of-Court Settlement of Consumer Disputes

  1. The Czech Trade Inspection Authority (Česká obchodní inspekce), with its registered office at Štěpánská 567/15, 120 00 Prague 2, Company ID: 000 20 869, website: www.coi.cz, is competent for the out-of-court settlement of consumer disputes arising from the Contract. This right belongs only to a Customer who is a Consumer.
  1. The online dispute resolution platform located at ec.europa.eu/consumers/odr may be used to resolve disputes between the Provider and a Consumer arising from a Contract concluded electronically.
  1. The European Consumer Centre Czech Republic, with its registered office at Štěpánská 567/15, 120 00 Prague 2, website: www.evropskyspotrebitel.cz, is the contact point under Regulation (EU) No 524/2013.

XIII. Final Provisions

  1. All legal relationships arising from the Contract and these Terms are governed by the laws of the Czech Republic, in particular the Civil Code. Where the Customer is a Consumer, this choice of law does not deprive the Consumer of the protection afforded by the mandatory provisions of the law of the country in which the Consumer has their habitual residence.
  1. Any disputes will be decided by the locally and substantively competent courts of the Czech Republic.
  1. If any provision of these Terms is or becomes invalid or ineffective, it is replaced by a provision whose meaning most closely approximates that of the invalid provision. The invalidity or ineffectiveness of one provision does not affect the validity of the remaining provisions.
  1. These Terms are drawn up in the Czech and English languages. In the event of any discrepancy between the language versions, the Czech version prevails.
  1. Neither party is liable for failure to perform its obligations under the Contract if caused by a circumstance excluding liability (force majeure), i.e. an extraordinary, unforeseeable, and insurmountable obstacle arising independently of the obligated party's will. For the duration of such an obstacle, the deadlines for performance are reasonably extended. This is without prejudice to the rights of a Consumer under mandatory provisions of law.
  1. These Terms take effect on the date stated in their heading.