General terms and conditions of business

1.    Glossary of terms

Functional Specification – document defining the scope of delivery of the Software and/or the Solutions and/or the Services.

Hardware – physical computer equipment (e.g. servers, monitors, keyboards...).

Supplier – Poslovna inteligencija d.o.o.

Client – party establishing a relationship with the Supplier.

Non-Production System – Client’s test or development environment used for development and/or testing of individual elements of the Solution before start of production use.

Offer – document prepared by the Supplier on the basis of a Client’s inquiry or need and/or the Terms of Reference consisting of proposed deliveries of the Software, the Solutions and/or the Services, their descriptions and related commercial terms and conditions.

Production System – production environment of the Client used by Client’s end users for operational and/or production and/or business purposes.

Software – any software owned by the original software manufacturer the Supplier is authorised to distribute or software owned by the Supplier.

Project – time-limited Supplier engagement and/or service undertaken for the purpose of supply and/or implementation of a single Solution and/or Service.

Terms of Reference – a document defining the scope of the offer and/or scope of the supplied Solution and/or Services.

Solution – a solution supplied by the Supplier which may contain the Software.

System Software – operating systems and other software needed for functioning of the Software and/or the Solution.

Contracting Parties – the Client and the Supplier jointly (or a “Contracting Party” individually).

Services – all services supplied by the Supplier.

Record of Acceptance – document whereby the Client and the Supplier certify that the Supplier has supplied the Software and/or the Solution and/or the Services in compliance with the Terms of Reference and/or the Offer and/or the Functional Specification.

2.    Object of the General Terms and Conditions

These General Terms and Conditions of Business shall apply to all deliveries of the Software, the Solutions, and the Services supplied to the Client by the Supplier. By signing a contract or (if no written agreement is signed) by accepting a Supplier's Offer, Software, Solution and Services without protest, i.e., by virtue of mere delivery of the Software and/or the Solutions and/or performance of the Service, the Client agrees to application of these General Terms and Conditions on relevant transactions and all future transactions between the Supplier and the Client during their business relationship.

In cases of disagreement between Client’s general conditions and these General Terms and Conditions, these General Terms and Conditions shall apply unless the Contracting Parties agree otherwise. In cases of disagreement between these General Terms and Conditions and potential contracts concluded between the Client and the Contractor, provisions of the contract shall apply.

Amendments and ancillary agreements shall only be valid if the Contracting Parties provide a written consent thereto and each consent shall apply to a single transaction only.

If individual provisions of these General Terms and Conditions of Business are null and void, their overall legal validity in the remaining part shall not be affected. In such cases, the Contracting Parties shall conclude an agreement which shall, to the extent possible, reflect the purpose of the original, void provision.

3.    Offers and conclusion of a contract

All contracts, orders, and agreements shall only be legally binding if signed by a legal representative of the Contracting Party or a person authorised by such representative in writing, and each shall be binding in a scope that is agreed upon. In principle, Offers are variable and not binding for the Supplier unless it is stated in the relevant offer that it is binding.

Supplier’s employees may not give any statements which would depart from these terms and conditions unless they are authorised accordingly in writing by the Supplier’s legal representative.

4.    Terms of Reference

Orders are based on the Terms of Reference prepared by the Supplier on the basis of documentation received from the Client. The Client must check that the Terms of Reference are correct and complete and confirm them in writing. Requests related to modifications and expansion of orders which may occur later shall require a separate agreement which may be normally concluded through a modification request which is an integral part of project methodology. Requests related to modifications and expansions of orders shall postpone previously agreed time limits and entitle the Supplier to additional costs incurred on the basis of that separate calculation.

By signing the contract and/or issuing an order, the Client declares it has examined that the Terms of Reference, which are an object of the contract, and that the Software, the Solution, and/or the Services correspond to its requirements.

Services provided before they are defined in more detail by the Terms of Reference, without them or in addition to them, and the Services included in a description of the Service as time & material shall be charged according to time actually used.

Unlike the binding Terms of Reference, promotional mail, brochures, product information, and manufacturer or importer declarations are not binding unless the Supplier confirms them in writing.

The Supplier cautions in advance and explicitly refers to the fact that, on the basis of information on present conditions of hardware, entirely seamless delivery of the Software or the Solution is not possible. Therefore the Supplier, in relation to its own Software and/or Solutions and/or Software it distributes only warrants that it shall test delivery and operation of the Software and/or Solutions in compliance with instructions for use of the Software and/or Solutions using the Client’s recommended hardware and systems software in compliance with the current good practice.

5.    Services

Number of days of performance of the Services shall be calculated on the basis of actual hours of work performed.

Unless agreed otherwise, the Services shall be charged monthly. The Contractor shall send a report on hours of work by the third workday of the month for the previous month, and the Client shall approve / adjust the calculation by the fifth workday of the month for the previous month. After alignment of the calculation, the Contractor shall issue an invoice to the Client.

The agreed Services entail works to be supplied by the Supplier to the Client and they entail exclusively those activities agreed upon in the contract. If the Supplier and the Client have not signed any contract for a specific Service, the terms and conditions indicated in the accepted offer shall be deemed applicable.

Zagreb is location for supply of the Services. If the Client requires performance of the Services outside Zagreb, the Client undertakes to provide compensation for actually incurred costs of per diems and travel expenses.

Unless otherwise contracted, the Supplier shall not be responsible for delivery of any hardware, system software, and/or software required for delivery of the contracted Services.

6.    Software

With the Software, the Client acquires the right to use it for the purposes of its business activity in compliance with provisions of every Software manufacturer.

The Supplier assumes the responsibility to ensure that the transfer of the right of usage for the purpose of Client's business activities do not challenge rights of third parties.

Orders for delivery of Software shall be fulfilled after the Client is thoroughly acquainted with the scope of functions of the ordered products, and it shall be deemed that the Client has confirmed it is thoroughly acquainted with the scope of functions before conclusion of the contract by placing an order for the Software.

In case of delivery of other manufacturers’ Software or if the Supplier’s Software and/or Solution includes other manufacturers’ components or Software, the Supplier cannot be responsible for operation and proper functioning of such products or components, or for faults caused by such products or components. For such products or components, licence terms and conditions, warranty terms and conditions, and warranty issued by the manufacturer shall apply and the Client may only direct its complaints to the manufacturer of such products or components.

7.    Project management

Project organisation appropriate for the scope and complexity of the tasks at hand as well as appropriate project management are unconditional prerequisites for successful fulfilment of the Terms of Reference.

The scope and content of the Supplier’s Services in the field of project management shall be determined in the Terms of Reference.

7.1.    Project organisation

The Supplier shall provide the Services in close cooperation with the Client.

The Contracting Parties shall appoint one project manager each who will make joint decisions. If a decision cannot be made jointly, the matter should be referred to the Steering Committee consisting of a member of the Supplier’s management and member of the Client’s management.

Both project managers define the following parameters jointly:

  • meeting frequency, duration, and participant groups
  • degree of determination of project planning and project controlling details
  • rules for drawing up and approving records defined by the functional specification or the project methodology.

The contracting parties undertake to ensure continuity of the project to the best of their ability.

The Supplier is entitled to provide the Services through subcontractors. In such cases, the Supplier is performing the overall order and assumes responsibility for the same.

The Client-side project manager shall make timely decisions significant for performance of the agreed Services, successful, and timely performance of the project.

Project related problems shall be documented and options available to address them shall be presented to the Client's project manager in a timely manner.

Weekly or bi-weekly status meetings shall be held on a predefined day of the week to allow the project team to review previous achievements, the project schedule, personnel, and statuses, discuss project issues, make key decisions and define expectations and deliveries.

7.2.    Reporting requirements

Depending on complexity of the Terms of Reference, the Contracting Parties shall reach an agreement on contents of project status reports and reporting frequency. The project status reports shall be sent electronically by the Contractor's project manager to the Client’s project manager and other key members of the team of the Contracting Parties.

Both Contracting Parties must immediately notify each other about all circumstances significantly disrupting progress of the project. This applies regardless of whether such circumstances always occur in one’s own area of responsibility, or in the area of responsibility of the counterparty or in the area of responsibility of third parties.

In such cases, the project managers decide in mutual agreement on reasonable measures to achieve the original objective of the project as much as possible.

7.3.    Cooperation by the Client

The Client undertakes to procure that appropriately qualified associates/workers, infrastructure, premises, and testing data are available at Client’s sites at the time determined by the project managers.

The Client shall perform its cooperation at its own expense.

The Client must participate in drawing up of the functional specification.

The Client shall facilitate Supplier’s remote electronic access to delivered Software if that becomes necessary for performance of the contracted deliveries.

The Client may perform, on its own and/or with assistance of Client’s associates/workers, parts of the Services offered by the Supplier. The project managers shall decide on practical execution, potentially required education, support, etc. In such cases, the Supplier is not liable and offers no warranty for the Services or parts of the Services performed independently or with the assistance of the Client’s associates/workers.

If the Software supplied by the Supplier fails to operate as defined in the functional specification or if the Supplier fails to perform the Services in compliance with the functional specification, the Client must implement appropriate measures, and it must specifically avoid occurrence or deterioration of the existing damage, perform current controls of results reported by the programme, as well as determine and describe in detail interference and faults occurring in operation of the Software or occurring due to the Services provided by the Supplier.

7.4.    Project team members

The Supplier shall submit first and last names of team members who will deliver the project for the agreed projects where that was requested.

The confirmed team members may be replaced by other Supplier’s employees if the replacement was caused by inadequate quality of work, illness, parental leave, employment contract termination, death, and/or another type of force majeure. New team members shall possess qualifications and abilities equal to those possessed by the previously confirmed team members.

The Client shall ensure that all team members are capable of providing adequate support to the Supplier, if it makes a reasonable request to that effect, and that they possess suitable knowledge and experience. If any Client’s team member does not have adequate knowledge and experience, the Client shall replace such members with other members possessing appropriate knowledge and experience.

7.5.    Test, acceptance and commissioning

The Client is required to provide, at its own expense, testing data corresponding to the business and/or technical practice and it is required to provide all prerequisites for testing to ensure timely completion and sufficient scope of testing.

Commissioning of the Solution, a unit thereof, or the Services depending on the content of the unit may consist of:

  • Acceptance and signing of functional and/or design specifications by the Contracting Parties
  • Acceptance and signing of the Record of Acceptance of the Solution, an individual unit of the Solution, and/or the delivered Services.

Acceptance of the Solution, an individual unit of the Solution, and/or the Services shall be performed jointly by the Contracting Parties. Successful acceptance shall be noted in the Record of Acceptance of the Solution, an individual unit of the Solution, and/or the Services signed by the project managers of both Contracting Parties.

If the Client fails to perform acceptance of the Solution, an individual unit of the Solution, and/or the Services within two weeks, the same shall be deemed accepted upon expiry of the final day of the above period.

Acceptance shall be deemed successfully completed if the Solution, an individual unit of the Solution, and/or the Services are in compliance with all the functional and technical requirements defined in the Functional Specification, enclosures thereto, accepted functional and/or design specifications, as well as accepted and performed tests set out in the testing sheet which will be defined in advance and mutually agreed upon by the Contracting Parties, as well as if both parties have signed the Record of Acceptance of the Solution, the individual unit of the Solution, and/or the Services.

If the Solution an individual unit of the Solution, and/or a Service was commissioned for production work upon a Client's request without performance of tests in compliance with the testing forms, the Contracting Parties shall define the minimum tests which should be performed after commissioning for production work and, if the relevant Solution, individual unit of the Solution, and/or Services comply with the accepted functional and/or design specifications and the defined tests, acceptance shall be performed and noted by both parties by signing of a Record.

If the Client uses the Solution, an individual unit of the Solution, and/or the Services for production purposes with or without tests performed in compliance with the testing forms regardless of the Solution, the individual unit of the Solution, and/or the Services being deployed in a testing and development environment or in a production environment, acceptance shall be deemed completed if such Solution, individual unit of the Solution, and/or Services are in compliance with accepted functional and design specifications, and this shall be noted by mutual signing of a Record.

Upon acceptance of all units of the Solution and/or Services and signing of the Record of Acceptance, the project shall be deemed completed, and the Supplier shall have no further obligations towards the Client regarding the Solution and/or Services except remediation of faults from the accepted Solution and/or Service.

At the time of acceptance, if delays are determined beyond agreed time limits, but such delays occurred through no fault of the Supplier, the Supplier shall not be liable for damage incurred for the delay.

If the Client fails to present reasoned complaints against the results of the delivered Solution and/or Services or a part thereof, documentation and/or Software within two weeks following acceptance, the Supplier may deem them accepted and may rely on them in subsequent steps in delivery of the Solution and/or Services.

7.6.    Development, testing, and production system (or environment)

The Supplier shall install the Software and/or the Solutions for development, test, and production systems on servers provided for the purposes in Client’s premises.

The Client should fully test the Software on the test system. Testing should be performed using a data range like the one used in the production system and in the scope and in the manner as used in production.

The Client should normally perform transfer of each item of the Terms of Reference, any part thereof, the Software and/or Solutions between the test and production environments in the manner defined by the Terms of Reference or the functional specification.

If the Client is procuring hardware, system Software and/or the Software, etc. from third parties, upon a Client’s request, the Supplier shall assess suitability, in principle, of the equipment and/or products for the desired objectives. Cost of trials, installation works on that Client's equipment shall be charged in accordance with actual incurred costs unless they are already included in the functional specification.

In both cases, the Client shall assume all costs and risks for current operation of devices including technically and organisationally appropriate data security, protection against unjustified access and virus attacks.

7.7.    Remote access

A remote electronic access system shall be established in order to allow the Supplier to complete the works required by the Terms of Reference and rapidly support the Client in cases of warranty and other assistance. Each Contracting Party shall bear related costs incurred at their premises (for hardware, system software, software, telephone lines, etc.). Both project managers shall jointly decide on the method of technical solution and relevant security risks.

The Client may restrict remote access, e.g. to a certain time of day, to specific Supplier’s employees, or according to other agreed criteria.

If the Supplier incurs damage or additional costs due to inability gain remote access in the part under responsibility of the Client, these additional costs may be separately charged to the Client. The Supplier provides no warranty for any damage incurred due to inability to gain remote access.

7.8.    Handover for maintenance and support

By signing an acceptance record and taking over the works set out in the Terms of Reference, a part thereof, the Software, and/or the Solutions, the maintenance and support phase starts for the works set out in the Terms of Reference, a part thereof, the Software, and/or the Solution. Exact date of the start of the maintenance and support phase as well as the details of performance and handover shall be jointly determined by the Client's and the Supplier’s project managers.

A separate maintenance and support contract shall be concluded on maintenance of the works set out in the Terms of Reference, a part thereof, the Software and/or the Solution as well as the scope of the Services required to be provided in relation thereto.

7.9.    Modification request

A modification request is an integral part of every project. The modification request is a process of change of functionality modifying functionality of the project in relation to the functionality determined in the Contract. The modification request must always be in writing and its implementation of the modification should always follow a predefined procedure. Following a precisely defined Modification Request, the Client shall decide on its implementation and confirm in writing costs related to its performance. The scope of work defined by Modification Requests are not a part of an individual Contract or Offer and they shall be regulated in a separate Appendix to the contract or a new contract and subject to charge of a previously contracted fee.

7.10.  Other project assumptions

The Supplier and the Client agree to jointly work in full and open communication with the common objective of supply of high-quality Services within the prescribed project time limits.

If there are changes to assumptions during delivery of the project, the Supplier’s project manager shall notify, without any delay, the Client's project manager that the same affect performance of the project and agreed time limits and deliveries. The Contract Parties’ project managers shall meet without any delay and jointly adjust the project plan and schedule in writing, in the form of an appendix to the contract.

In cases where the Supplier requests information from the Client, the information shall be submitted to the Supplier in a timely manner and in compliance with the project plan.

The Client shall facilitate the Supplier an appropriate access to all information and sources of data needed for delivery of the contracted Services.

Before start of performance of any individual stage, the Client shall provide appropriate capacity, taking care to ensure availability and cooperation of its employees, especially in terms of constructive participation in joint workshops and meetings as well as timely supply of remarks about supplied versions of completed documents.

The Client shall promptly (in accordance with good business practice) respond to Supplier’s inquiries related to all activities needed to perform the relevant Services.

If there are no comments and reviewed documents supplied by the Client within two weeks following delivery of the final documents in a specific phase, the final document of the stage shall be deemed accepted.

8.    Price and terms of payment

Unless noted otherwise, all prices are expressed in euro, without VAT. Conversion to Croatian kuna (HRK) will be performed at the moment of invoicing using ask rate of Zagrebačka banka applicable on the date of issuing of the invoice. VAT shall be charge at the time of invoicing and paid by the Client.

The Client shall pay the amount stated on the invoices within 30 days following the date of invoicing by crediting the Supplier’s account indicated on the invoices. The invoices shall be sent electronically on the date of invoicing to the Client's address as well as mailed as a hard copy. If the Client is a public institution, the invoice shall be delivered as an e-Invoice (e-Račun).

The Client is not authorised to assign its claims to third parties.

If a Client’s payment is overdue, the Supplier shall be entitled to charge it lawful penalty interest.

8.1.    Software

Prices indicated in offers for Software shall be binding until the date specified as the term of validity of the offer. Any increase of the price by the Software manufacturer occurring after the above date shall be charged to the Client.

8.2.    Services

Prices specified in offers and price lists for the Services shall be binding for the Supplier for 30 days after the date of issuing of the offer unless the offer specifies otherwise. After that, the Supplier may include any increase of price of labour or material and/or other costs and contributions that might have occurred. The Client should be informed of new prices of the Services at least one month before its first use. It shall be deemed that the Client has accepted to such increases in advance if they do not exceed 10% on the annual level.

The Services provided by the Supplier upon a Client's request in excess of the originally agreed scope of the Services shall be charged on the basis of unit prices by role specified in the offer.

The Services shall be performed in Supplier's usual business hours (Monday through Friday, from 9 a.m. to 5 p.m.) on working days in the Republic of Croatia. If a Service is provided exceptionally and upon a Client’s request outside the usual business hours, additional costs shall be separately charge as determined under these General Terms and Conditions and the contract.

8.3.    Travel expenses and cost of work outside business hours

Travel expenses, per diems, and costs of overnight accommodation shall be separately charged to the Client. Exact rules are defined in the contract, and normal regulations in compliance with the Croatian law shall apply. Time spent on travel shall be charged in accordance with actual time used and in accordance with the price defined herein.

When performing the Services outside the working hours in response to a Client’s request, additional costs shall be charged for an hour of the provided Services as a percentage of the agreed price of the Service:

  • for overtime work (Monday through Friday, 6 p.m. to 10 p.m.) 50%
  • for night work (Monday through Friday, 10 p.m. to 6 a.m.) 50%
  • for work on Saturdays 50%
  • for work on Sundays 100 %
  • for work on bank holidays 150 %.

If two of the above items coincide, the higher one shall apply, except in cases of night work on Sundays or bank holidays when the items shall be aggregated.

9.    Time limits and right to vary

The Supplier shall make efforts to comply with the agreed time limits for performance if that is possible in any way.

The time limits for performance defined as an objective may only be complied with if the Client fully completes all necessary works, submits documentation, confirms received functional specifications, and fulfils its obligations regarding cooperation.

The Supplier shall not be liable for delays of delivery and increases of prices occurring due to incorrect, incomplete, or subsequently modified data and information, and/or documentation the Client has placed at its disposal. Any additional costs incurred because of that shall be paid by the Client.

Each Contracting Party may redefine the time limits due to unforeseeable and unexpected events, e.g. due to force majeure, disputes with employees, natural disasters, or outages of systems not under control of the Client or the Supplier.

If the agreed delivery deadline is exceeded due to the Supplier's fault alone, the Client may in a foreseeable period, but only following a 14-day extension of the performance period, withdraw from the relevant order by sending a notice by registered mail if the agreed Service is not performed in its important parts within the extended period.

It shall not be permitted to withdraw from already performed partial deliveries and Services.

The Supplier shall charge the Software licence in accordance with the offer, and issue Service invoices once a month. In cases of orders encompassing multiple quantities or items, and/or software modules, the Supplier may perform partial deliveries, and/or issue partial invoices.

Compliance with the agreed payment periods represents an important condition for performance of the delivery by the Supplier and/or performance of the contract. The Supplier is authorised to suspend current works and withdraw from the contract due to non-compliance with the agreed payment periods within one week following a written caution notice. The Client must cover all costs associated with that, as well as lost profit.

If the Client fails to comply with the terms of payment or if the Supplier is aware of circumstances causing (or which will cause) a serious deterioration of Client’s creditworthiness, the Supplier may demand advance payment for deliveries it did not perform yet.

Payments shall only be made by direct transfers to the Supplier. If there are several outstanding claims against the Client, Client's payments shall always settle the longest outstanding claim. Any expenses shall always be settled the first, then interest, and then the principal claim.

The Supplier shall retain ownership rights over the Software, the Solutions, and documentation intended for the Client as the user until full payment.

10.  Confidentiality and personal data

The Contracting Parties undertake to hold every mutually accepted Contract confidential and thereby undertake not to disclose, without a written consent of the other Contracting Party, unauthorised persons or any third party any information concerning or related to the Contract, and especially not to disclose the same to direct or indirect market competitors of the other Contracting Party.

For the purposes of the Contract, the term “information concerning or related to the Contract” includes, without limitation, drafts, plans, samples, products, equipment, reports, studies, drawings, schedules, specifications, technical data, databases, all types of software, documentation, correspondence between the parties related to the Contract and other business and technical information.

None of the Contracting Parties shall be responsible for disclosures or use of information which are or become publicly known except through breaches of this Contract or which must be disclosed on the basis of a request of a regulatory body relying on applicable regulations.

Obligation of data confidentiality shall remain even after expiry/termination of an individual Contract for any reason whatsoever. The Contracting Party determined to have breached the data confidentiality obligation shall be liable for all damage, without any limitation, incurred by the other Contracting Party as a consequence of the breach of the data confidentiality obligation.

The Contracting Parties are particularly prohibited from disclosing confidential provisions to direct or indirect market competitors of the other Contracting Party.

The Contracting Parties are required to comply with all applicable legislation and regulations related to data protection and, for this purpose, they are required to commit their employees, associates, and assistants through employment contracts, internal regulations, or in any other legally acceptable way to confidentiality of data and information received from each other and considered confidential by the counterparty (especially personal data on users of Client's Services).

If it is determined in the course of provision of the Services contemplated by the Contract that the Supplier should be allowed access to collections of Client’s personal data, the Contracting Parties shall conclude, without any delay, an appropriate data processing contract to regulate rights and obligations arising from personal data processing in a manner compliant with the General Data Protection Regulation (GDPR) and ancillary regulations as well as the General Terms and Conditions of User Personal Data Protection.

11.  Intellectual property rights and license rights

No provisions of any contract shall give rise to the right of transfer of intellectual property rights or trademark rights. All intellectual property rights or trademark rights shall remain property of the party which brought that right to a certain project. The contracting parties undertake to protect intellectual property rights of the other Contracting Party even after conclusion of the project and expiry of any contract.

The Client acquires the right to use all the Software and the Solutions which occur or are supplied by the Supplier within the framework of the object of a contract.

The Supplier confirms that it shall deliver to the Client, within the framework of the Services, functionalities wherein the Supplier is the holder of all intellectual property rights and/or wherein the Supplier has acquired appropriate rights required for the delivery to the Client without any restriction concerning the contents, time, or territory of use of the functionality delivered to the Client while the Client is entitled to alter the delivered Solution independently or in cooperation with third parties in line with its needs and the right to transfer the same to third parties. In this process, the Client is not required to specify information on the holders of the right to the functionalities.

If the Client independently performs modifications and additions to the Solution and/or results of the Services, the Supplier shall not be liable in relation to the delivered functionality regarding the part where the Client has independently performed modifications and additions.

The Client must not independently make modifications or additions to the Software outside rights assigned by the original Software manufacturer or the Supplier in compliance with applicable licence terms and conditions.

12.  Force majeure

The Contracting Parties shall not be liable for non-performance of any obligations set out in any Contract if such inability is caused by an event of force majeure (defined as any unforeseeable event that objectively cannot be eliminated, outside control of the Contracting Parties and independent of their will) directly affecting performance of obligations of a Contracting Party provided that the Contracting Party affected by the event of force majeure has notified the other Contracting Party accordingly.

The events of force majeure shall include, without limitation, earthquakes, floods, epidemics and pandemics, war, rebellion or state of war, internet outages, strikes, lockouts, boycotts or other forms of industrial action, state embargoes, restrictions, etc.

If an event of force majeure occurs, the affected Contracting Party shall invest all its efforts to fulfil its obligations in compliance with the contract. If force majeure prevents performance of a part of the contract and if that part is not critical for overall performance of the contract, the affected Contracting Party shall continue to perform its obligations in the part not affected by the event of force majeure.

The Contracting Party affected by the event of force majeure must immediately notify the other Contracting Party specifying, in writing, obligations it is prevented from performing due to the event of force majeure and it must provide an estimate of duration of the period when it expects to be prevented from fulfilling the above obligations.

The Contracting Parties are in mutual agreement that in cases of force majeure whose causes persist for more than 30 (thirty) days, the Client reserves the right to terminate the Contract by providing a notice thereof with immediate effect.

In cases of epidemics or pandemics, all Contractor’s Services shall be provided on off-site work basis where the Contractor’s employees shall work from their homes. All Contractor’s employees shall be provided with required tools and software for successful and unimpeded supply of the agreed Services as would be the case if they were working at a Client's site. As long as the circumstances caused by force majeure remain unchanged, all meetings and workshops shall take place using internet conferencing tools assuming that both parties are capable of such work.

If unforeseen circumstances arise, i.e., in case of illness, the Supplier’s employees shall be entitled to their standard sick leave days, and they will resume their work once they recover. If duration of thus occurring sick leave exceeds reasonable duration (as occurring in normal circumstances of illness), both parties shall make an assessment and reach an agreement on a potential solution for each case separately.

13.  Non-compete clause

During the business relationship and a 12-month (twelve month) period following the date of termination of the business relationship, regardless of the reason for the termination, none of the Contracting Parties shall seek direct or indirect employment of any employee of the other Contracting Party without a written consent of that party.

14.  Liability for faults

The Supplier shall remedy any faults in its domain and occurring within a three-month warranty period starting on the date of signing of the Record of Acceptance.

In the warranty period, the Contractor shall remedy, free of charge, any faults of the Solution, individual parts of the Solution, and/or the Services caused by mismatches of functionality of the delivered Solution, the individual parts of the Solution, and/or the Services and the functionalities defined in the accepted functional and/or design specifications and other relevant project documents.

In cases where the Client erroneously and without appropriate determination and documentation claims existence of defects or faults and this causes the Supplier to incur additional costs, those costs shall be charge separately.

The Supplier shall provide consulting, assistance, and remediation of faults and defects caused by the Client as well as other modifications and perform additions against a corresponding consideration. This also applies to remediation of faults if the Client or a third party modified the Solution or performed other interventions.

The Supplier provides no warranty for faults, defects, or damage arising from insufficient installation or configuration of Software and from misuse. Its liability for faults also excludes faults caused due to substituted production system components and use of inappropriate or defective hardware.

The Supplier shall have no liability for faults in relation to the Software and/or Solutions subsequently modified by Client’s developers or third parties.

In cases of delivery of the Software owned by the original manufacturer of the Software PI is authorised to distribute, the original manufacturer of the Software shall be liable for such Software and its functionality.

If the object of delivery represents a modification or an addition to existing Software and/or Solutions, the liability pertains to that modification or addition only. This shall not resuscitate liability for the basic Software and/or Solution.

The Client must, at its own liability, procure security/insurance of delivered Software and/or Solutions and data in relation of the installed Software and/or Solutions.

15.  Damage liability

The Supplier shall be liable or damage, in compliance with legal regulations, if the Client demonstrates that the Supplier caused the damage intentionally or due to gross negligence. The Supplier shall not be liable for pecuniary damage caused by negligence other than gross negligence. The Supplier shall not be liable for indirect damage.

The Supplier shall never be liable for loss of data if the Client fails to provide for appropriate data security and backups.

The Client should notify the Supplier about any damage compensation claim within three months, otherwise the Client shall forfeit the right to the claim. Damage compensation claims which were not submitted by the Client to the Supplier within three months following the day when the Client became aware of them shall be deemed expired.

The maximum damage compensation the Client may claim from the Supplier shall be EUR 50,000.

16.  Official notices

When a Contracting Party is required to provide an official notice to the other Contracting Party, the same shall be given in writing to the following addresses unless contractually agreed otherwise:

Notices to the Supplier: Poslovna Inteligencija d.o.o., Krste Pavletića 1/2, 10 000 Zagreb, fax: +385 1 4716 946, e-mail:

Every registered mail letter or notice sent to the above addresses shall be deemed validly delivered and received by the Supplier.

17.  Dispute resolution

Any dispute arising from application of this Contract shall be amicably resolved by the Contracting Parties in the spirit of good business relations, but if that is impossible, the disputes shall be referred to the Commercial Court in Zagreb.

18.  Other terms and conditions

The Supplier may not be held liable for any future project which might arise as a result of its engagement or results of such projects.

The Supplier may not assume responsibility for the results of Client's activities during performance or after completion of the contracted Services.

If the Supplier is working in Client’s premises, the Client must provide the basic infrastructure required for the work: a room illuminated by daylight, work desks, chairs, a printer, power supply connections, network connections, administrator authorisation on systems necessary for delivery of the contracted Services.

The Client agrees that the contracted Services and delivered Software, including the Client’s name and logo, may be used by the Supplier for commercial and marketing services as a reference.

19.  Effective date and term

These General Terms and Conditions are published at

These General Terms and Conditions shall apply to the business relationship of the Supplier and the Client during its term. For the purposes of these General Terms and Conditions, the period of the “term of the business relationship” shall be the period from the start of provision of the Services and/or delivery of the Software and/or the Solution by the Supplier to the Client until expiry of five years following the date of the most recent Supplier’s invoice issued to the Client.

These General Terms and Conditions shall come into effect and apply from 01.01.2022.

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