Individual terms used in these General Terms and Conditions shall have the following meaning:
“Advisio” means the company advisio marketing d.o.o., Zagreb, Antuna Bauera 38, personal identification number (OIB): 44368569792, entered into the Court Register of the Commercial Court in Zagreb under registration number (MBS): 081318500 and/or any branch office established by Advisio;
“Terms and Conditions“ mean general terms and conditions of Advisio
“Client” means any natural or legal person who orders products from Advisio and/or services developed by Advisio and who is the payer of invoices issued by Advisio;
“Services” means the products and/or services developed by Advisio that entail conceptual and/or intellectual solutions exclusively owned by Advisio;
“Contract” means the contract concluded between Advisio and the Client under which the Client orders and purchases Services for the Price named in the Offer and/or the Contract. For the purposes of these General Terms and Conditions, a written acceptance of the Offer by the Client shall also be considered a Contract, if the Offer contains all the essential elements of the Contract in regards to the subject matter (Services) and Price;
“Offer” means a form or any other type of document in which Advisio specifies the type of Services, as well as their Prices, which is sent to the Client for the approval. For the purposes of these General Terms and Conditions, an email that contains all the essential elements of the Contract in regards to the subject matter (Services) and Price sent by Advisio to the Client shall also be considered an Offer, as well as an email sent by Advisio to the Client with the Contract proposal attached;
“Price” means the price of Services set in the Offer/and or the Contract and the Client orders and purchases Services from Advisio at that price. It shall be explicitly mentioned that the Value added tax (hereinafter referred to as the: VAT) is not included in the Price.
“Confidential information” means the provisions of these General Terms and Conditions and/or individual Contracts, as well as all the information and/or data belonging or referring to one or both contracting parties, their business associates, their business itself or business relations, products, services, suppliers, clients and potential clients, that was made available to the contracting party by the other contracting party, its representatives and/or advisers, regardless if it was done before or after the date of the acceptance of these General Terms and Conditions and/or conclusion of the Contract;
“Force majeure” means an exceptional event that could not have been foreseen at the time of the acceptance of the Offer and/or the conclusion of the Contract and that was beyond the reasonable control of either party;
“Working day” means any day other than Friday, Saturday, Sunday or a public holiday in Croatia;
“Third parties” means all natural or legal individuals except the parties to the Contract and/or their authorized representatives;
“Licensed provider of postal services” is the Croatian Post d.d. or any other licensed provider of postal services in accordance with the provisions laid out in the Postal Services Act.
"Project brief" is a document that clarifies the requested services of the client. Based on the project brief, an offer or estimate is issued.
2.1. Advisio shall undertake to submit the Offer to the Client for every project. The Offer shall be considered a forming part of the Contract. The offer is issued according to the agreed project brief.
2.2. The Client shall take full responsibility in making sure that the Services specified in the Offer correspond exactly to its needs at the moment of signing and accepting the Offer and/or concluding the Contract.
2.3. After the Client accepts the Offer, they shall undertake to notify Advisio on the acceptance of the Offer in writing as quickly as possible, in the manner set out in the provisions of Article 3 of these General Terms and Conditions. Upon receipt of the notification from the Client, the Contract shall be deemed concluded and the contracting parties are authorized to formally proceed with the signature of the Contract within the next 3 (three) Working days, if the same is deemed necessary.
2.4. By accepting the Offer and/or concluding the Contract, the Client confirms to have read the provisions of these General Terms and Conditions and to fully understand the meaning and legal effects of the provisions concerned. In addition, by accepting the Offer and/or concluding the Contract, the Client explicitly confirms that he consents to the application of the provisions under these Terms and Conditions to the Contract.
3.1. All notifications, as well as any other communication between contracting parties in regards to the execution of rights and obligations arising from the provisions of these General Terms and Conditions and/or the Contract, including in particular notifications from the provision of Article 10 of these General Terms and Conditions, shall be in writing and sent to the other contracting party by a licensed provider of postal services, email or other agreed communication channel such as whatsapp, slack or similar.
3.2. Delivery by licensed postal service provider shall be considered properly carried out if the consignment was sent by registered post with acknowledgement of receipt to the address of the contracting party specified in the Contract. The date of the receipt indicated on the acknowledgement of receipt shall be taken as the day of the receipt that is relevant for the calculation of possible deadlines in the event that the delivery was successful. If the delivery was unsuccessful, the date when the registered mail with acknowledgment of receipt was submitted to the licensed provider of postal services shall be taken as the day of the receipt that is relevant for the calculation of possible deadlines.
3.3. Delivery by email shall be considered properly carried out if the email was sent to the email address that the contracting parties previously established as the contact email address under the condition that the contracting party/email sender didn’t get the automated delivery failure notice for the email concerned from the provider (server). The date when the email concerned was sent to the contact email address shall be taken as the day of the receipt that is relevant for the calculation of possible deadlines.
3.4. Delivery by another agreed communication channel will be considered properly executed if the message is sent to the user account previously designated by the contracting parties as the primary communication channel.
4.1. Advisio shall undertake to provide Services to the Client that are clearly specified and established in the Offer and/or the Contract. Services shall be provided for the purpose clearly and unequivocally agreed upon between the contracting parties and it shall not be allowed to utilize and/or use them for other purposes.
4.2. Taking into consideration the provision from the previous paragraph, the Client shall not be authorized to utilize and/or use the Services provided to the extent or in the manner that was not explicitly agreed upon between the contracting parties.
4.3. In order to utilize and/or use the Services outside the agreed extent or in a different manner, the Client shall undertake to obtain prior written approval from Advisio. Otherwise, he may be held liable for damage.
4.4. During the term of the Contract, the Client shall undertake to act, as quickly as possible, in accordance with demands set by Advisio that are necessary for a prompt and proper execution of the Services. If the contracting parties agreed on the deadlines within which it is necessary to take action and/or submit certain documentation and/or consent for the purpose of the proper execution of the Services, the contracting parties shall undertake to fully comply with these deadlines, and in the event the Client fails to act within deadlines, Advisio shall not be held accountable for the possible overstepping of the deadlines established for the execution of Services.
4.5. Unless explicitly agreed otherwise, the Client shall not be entitled to open documents or codes. That is considered as an additional Service that Advisio is authorized to deliver and charge separately.
4.6. For the purpose of the fulfillment of the obligations set out in the Contract, Advisio is authorized to use services of its business associates of choice and at its own discretion, without needing the consent and/or approval from the Client.
4.7. Advisio shall have the right to underline the company and/or the logo of the Client in its references.
5.1. If the contracting parties established the liability of the Client to pay the advance, Advisio shall not be required to start the provision of the Services until the amount of the advance is paid in full by the Client and registered in the business account of Advisio.
5.2. Advisio shall undertake to issue an invoice to the Client for the Services provided that will show the amount of the Price, together with the corresponding VAT. Unless agreed otherwise, due date for the payment of the invoice issued by Advisio shall be 15 (fifteen) days starting from the day when the invoice was issued.
5.3. If the Client is late with the payment of the invoices, Advisio shall be entitled to default interest calculated from the due date of the invoice to the day of the payment.
5.4. In the event mentioned in the previous paragraph, Advisio is authorized to fully or partially stop the provision of the Services to the Client during the period when the Client is in default.
5.5. If the contracting parties established a discount on the basis of the Price for a certain payment method and the Client fails to use that payment method, Advisio has the right to issue the invoice without the discount.
5.6. Advisio shall be entitled to the reimbursement of expenses for the actual expenditure needed for the provision of the Services, as well as the reimbursement for transportation and accommodation expenses that can occur during the provision of the Services. Reimbursement for transportation expenses is calculated as 0,50 EUR per every km and is charged separately. It is shall be explicitly mentioned that the relevant expenses will be rationalized as much as possible and previously agreed upon with the Client whenever possible.
5.7. It is explicitly stated that the Price shall always be related to the currency EUR, regardless of the currency stated in the Offer and/or the Contract. Advisio shall retain the right to change the Price in case of a deviation of the foreign exchange rate of the currency EUR in comparison with the exchange rate which, in relation to the agreed currency from the Offer and/or Agreement, was valid at the time of the acceptance of the Offer and/or the conclusion of the Agreement, for more than 5%.
6.1. Advisio shall retain copyright over its own contents and/or materials (including, inter alia, textual, visual and audio materials, presentations, databases, program data etc.). It shall be explicitly stated that all the conceptual and/or intellectual solutions developed by Advisio during the provision of the Services and for the purpose of fulfilling its obligations under the Contract shall also be considered as Advisio copyright.
6.2. Advisio shall retain the exclusive right to dispose of the content/material that is under its copyright at its own discretion and according to its own needs including, inter alia, publishing the content/material concerned on web sites, enter competitions with it, outline the company logo and trademark on the content/material etc.
6.3. Any unauthorized use of any content/material that is under copyright and/or represents any other form of intellectual property of Advisio, without the explicit written consent and/or written approval from Advisio as the copyright holder, shall be deemed as an infringement of copyright and/or other forms of intellectual property rights and as a gross violation of the provisions governed by these General Terms and Conditions and/or the Contract and shall be liable to legal action.
6.4. Upon the fulfillment of the obligations from the Contract by contracting parties, particularly of the obligations in terms of the provision of the Services and the payment of the Price, all copyrights that belong to Advisio in regards to the Services provided shall be assigned to the Client, pursuant to the conditions in the Contract.
6.5. In the event that Advisio submits several conceptual designs and/or solutions to choose from to the Client during the provision of the Services, and the Client at their own discretion chooses one of the designs and/or one of the solutions, other designs and/or solutions shall be considered as the copyright of Advisio and Advisio shall retain the exclusive right of disposal.
6.6. If the subject of the Services implies materials and/or contents owned by Third parties and it is necessary to obtain a prior consent from Third parties and/or pay a certain fee to use them, Advisio shall commit to, with prior consent from the Client, take any necessary steps to make the use of materials and/or contents provided by Third parties entirely legal. In the event that Advisio pays the fee to Third parties, the cost of the fee paid is assigned to the Client and is charged separately.
6.7. The Client shall take full responsibility for the legality of the use of materials and/or contents that they delivered or provided in any other way to Advisio.
7.1. During the term of the Contract, and consequently during the period of the implementation of the provisions governed by these General Terms and Conditions, and for the period ending 3 (three) years from the date of its termination, the Contracting parties shall undertake to handle Confidential information very carefully and in strict confidence in the following manner:
7.1.1. The Contracting parties shall not disclose or in any other way make Confidential information available to Third parties, unless they obtain the explicit written consent from the other contracting party for each Third party concerned.
7.1.2. The exception to the provision from the preceding paragraph may happen if the Confidential information has to be disclosed to competent authorities, under the procedure foreseen by the law or to credit institutions on the basis of their well founded claim. In that case, the contracting party asked to disclose the Confidential information shall be authorized to disclose the information concerned to the abovementioned authorities/institutions with an obligation to take into account the protection of interests of the contracting party whose Confidential information has to be disclosed, and to disclose Confidential information only in the scope required by competent authority/institution.
7.1.3. The Contracting parties shall undertake to use the Confidential information purely for the purpose for which they were disclosed and they shall never directly or indirectly use that information for other purposes, and especially not for taking advantage for themselves or any other Third party.
7.1.4. The Contracting parties will, within 3 (three) Working days upon the receipt of the written well-founded claim of the contracting party that owns the information return to the latter all the Confidential information, and Confidential information that cannot be returned because of their form shall be destroyed or rendered unusable in the same period, but with the prior consent of the contracting party who owns the information.
7.1.5. If the Confidential information gets into the hands of unauthorized persons despite all the security measures taken, the contracting party/receiving party shall immediately notify the other contracting party/disclosing party about it and take necessary measures to prevent or reduce harmful consequences.
7.2. The Contracting parties shall make all reasonable efforts to assure the correct handling of the Confidential information by its employees, representatives and business associates in the manner established by provisions of this Article of the General Terms and Conditions.
7.3. The Client shall confirm that all intellectual solutions, ideas, materials and other documentation related to the Services and/or arises from the Services belongs exclusively to Advisio and it is not allowed to use them, disclose them or make them available to public in any other manner except the manner specified in provisions of these General Terms and Conditions and/or the Contract.
7.4. In the event of unauthorized disclosure of Confidential Information by the Client, contrary to the confidentiality provisions of this Article of the General Terms and Conditions, and without the explicit written consent and/or approval of Advisio, such an action will be deemed a gross violation of these General Terms and Conditions and/or the Contract. In such a case, the Client shall be held liable for all damages incurred by Advisio as a result of the breach. The Client shall also be responsible for compensating Advisio for any financial losses directly resulting from the breach. The amount of compensation will be determined based on the actual damages and losses suffered by Advisio, and the payment shall be due within 15 (fifteen) days from the date of submission of a written claim for payment by Advisio to the Client.
It is explicitly stated that the Client is not authorized to transfer and/or assign to Third party any of its rights set in the provisions of these General Terms and Conditions and/or the Contract without the written consent of Advisio except in cases prescribed by law.
9.1. In terms of the provisions set out in these General Terms and Conditions, the liability of Advisio shall be limited to the proper fulfillment of the obligations arising from the provisions of these General Terms and Conditions and/or the Contract.
9.2. Taking into consideration what was previously stated, Advisio shall not be held liable for the legality of the Client’s business, for its loss of business income or profits, for the materials and/or contents that the Client made available to Advisio or any delay in the fulfillment of the obligations caused by the Client’s default in terms of the fulfillment of the obligations or because of Force majeure.
9.3. It shall be explicitly stated that the total liability of Advisio to the Client shall not in any event exceed the total sum of the agreed Price.
9.4., During the duration of the business cooperation (counting from the acceptance of the offer and/or conclusion of the Agreement) and consequently during the period of application of the provisions under these General Terms and Conditions, and for the period ending 2 (two) years from the date of the Contract termination, the Client shall not, directly or indirectly, recruit or in any other way encourage Advisio employees, former employees, business associates or former business associates to conclude an employment contract with the Client or have any other kind of business relationship with the Client without the written consent from Advisio.
9.5. In addition to the Client, the prohibition from the previous paragraph of this Article shall also apply, in the same way and under same conditions, to all the branch offices and related undertakings of the Client as well as all the legal successors of the Client and companies that were set up by the same founders that set up the Client.
9.6. In the event of a breach of the prohibition set forth in this Article of the General Terms and Conditions by the Client, the Client shall be liable to pay a contractual penalty to Advisio. The amount of the penalty will be calculated based on 24 times the gross-2 salary that the employee received while working with Advisio. The exact amount will be determined according to the specific salary of the employee in question. The contractual penalty shall be due within 15 (fifteen) days from the date on which Advisio submits a written claim for payment to the Client.
10.1. Advisio and the Client have the right to terminate the Agreement in writing with the appropriate application of the provisions of Article 3.2. of these General Terms and Conditions, and in the event that the other party does not fulfill its obligations under the Agreement.
10.2. In the case referred to in the previous paragraph, the contracting party intending to terminate the Agreement is obliged to notify the other party in writing of the non-fulfillment of obligations and to ask it to remedy the said omissions within 15 (fifteen) days from the date of receipt of the written notice. If the other contractual party does not remedy the defects within the specified period, the first contractual party can unilaterally terminate and demand compensation for damages caused by the termination of the contract.
10.3. In case of termination of the contract by any contracting party and/or in the case of withdrawal of the client from the contract, regardless of the reason, the client is obliged to pay Advisio for all services performed by Advisio from the day of acceptance of the offer and/or conclusion of the contract until the day of termination of the contract. Furthermore, with respect to the Services that were not performed due to reasons on the part of the Client, the Client will pay 25% of the remaining amount of the agreed price for the Services that should have been performed based on the concluded Agreement.
10.4. In the event of termination or withdrawal from the Agreement by the Client, the results of the work resulting from incomplete services are protected by copyright and are the exclusive property of Advisio, and the Client is obliged to reimburse Advisio for all costs incurred by Advisio until the termination or withdrawal by the Client, including the price of the agency's working hours for the working hours used until then according to the price list of Advisia.
10.5. The contracting parties agree that the provision of the previous paragraph of this article will not be applied in the event of a breach of the Contract for the reasons prescribed in the provisions of Articles 6 and 7 of these General Terms and Conditions: in this case, the Contract is considered terminated upon knowledge of the breach of the Contract with the appropriate application of the provisions of Article 3.2. of these General Conditions.
11.1. The contracting parties shall not be held liable for failure and/or delay in the performance of the obligations under the provisions of these General Terms and Conditions and/or the Contract, caused by reasons or circumstances that occurred after the acceptance of these General Terms and Conditions and/or conclusion of the Contract that could not have been foreseen, avoided or removed (Force Majeure).
11.2. If one of the contracting party believes that the reasons or circumstances from the previous paragraph of this Article occurred, such party shall notify the other party in writing immediately upon it becoming known, otherwise he is liable to the other party for all the damage caused.
12.1. In the event that one or more provisions of these General Terms and Conditions and/or the Contract shall be found invalid, voidable and/or unenforceable in any way by any competent court, administrative body or any other compethent authority, such invalid, voidable and/or unenforceable provision shall not affect the remaining provisions of these General Terms and Conditions and/or the Contract which will stay in full force and effect.
12.2. For the purpose of remedying those failures, the invalid, voidable and/or unenforceable provision of these General Terms and Conditions and/or the Contract shall be replaced with a valid and enforceable provision which complies with the true intentions of the Contracting parties and which will be as close as possible to the economic purpose of the invalid, voidable and/or unenforceable provision and of the whole Contract.
13.1. In the event that any disputes arise between the contracting parties in relation to the application of the provisions of these General Terms and Conditions and/or concluded Contracts, including disputes relating to the validity of the conclusion of the Contract or its infringement or termination, as well as the resulting legal effects, the Contracting parties shall attempt to settle them amicably or, otherwise the dispute shall be settled by the competent court in Zagreb having subject-matter jurisdiction.
13.2. The law of the Republic of Croatia shall be applied to the relations that occur with the application of the provisions of these General Terms and Conditions and/or the Contract.
14.1. The contractual parties shall protect the personal data, which is collected and processed in order to carry out the contract and expressly confirm to handle the same in accordance with the General Data Protection Regulation (hereinafter: GDPR), with the Data Protection Act, respectively with other applicable laws and regulations.
14.2. The contractual parties agree unanimously that the Client is participating in the data processing as the data controller, while Advisio is participating in the processing of data as the data processor, based on these General terms and conditions and/or the Contract and according to the provisions of the GDPR.
14.3. Should Advisio, as an exception, participate in the data processing as the data controller, the same shall be stated expressly in the Contract and Advisio shall be obliged by all provisions set forth in these General terms and conditions for the data controller.
14.4. In case of discrepancies between the provisions of the contract and the provisions of these General terms and conditions with regard to the processing of personal data, in parts where the processing of personal data is regulated, the provisions of the General terms and conditions shall prevail.
14.5. By concluding the Contract, and consequently by the Client agreeing to these General terms and conditions, the Client is authorising Advisio to process the personal data of data subjects, as to the nature and purpose of the processing, which is closely linked to carrying out of obligations by Advisio arising from this Contract. Advisio shall protect the secrecy of personal data and other information obtained from the Client and shall use the same solely for the contractually agreed purpose.
14.6. It is expressly stated that the processing of personal data shall last only as long as necessary for carrying out of the Contract, respectively until the purpose of a particular processing of data is fulfilled.
14.7. The subject matter of processing shall be the following types of personal data:
14.8. By concluding of this Contract and consequently by the client agreeing to these General terms and conditions, the Client shall, as the data controller, apply appropriate technical and organisational measures to ensure and be able to proof the processing of personal data based on this Contract is conducted according to the GDPR, and is especially obliging to:
14.9. In cases when Advisio is the data processor, Advisio obliges to:
14.10. In cases when Advisio is the data processor, they are not authorised to engage another data processor without the previous special or general consent of the Client/data controller. In case of a general written consent, Advisio shall inform the Client/data controller of all planned amendments regarding adding or exchange of other data processors, in order to grant the Client/data controller the possibility to file a complaint regarding such changes.
14.11. If Advisio should engage another data processor for conduct of special processing activities on behalf of the Client/data controller, the same obligations stated in the Contract, these General terms and conditions and other legal acts between Advisio and the Client, shall be applied to the other data processor as well, especially the obligation of providing sufficient guarantees for the conduct of technical and organisational measures, in ways that the processing is according to the demands arising from the GDPR.
14.12. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Client/data controller and Advisio/data processor shall cooperate and implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:
the pseudonymisation i encryption of personal data;
14.13. In assessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.
14.14. The contracting parties shall take steps to ensure that any natural person acting under the authority of the Client/data controller or Advisio/data processor, and who has access to personal data, does not process them, if it is not according to the instructions of the Client/data controller, unless he or she is required to do so by Union or Member State law.
14.15. The contracting parties shall treat the personal data in a manner that ensures their confidentiality, integrity and availability.
14.16. Advisio shall, in no case, be held responsible for the Client’s conduct, which may be in breach of the applicable provisions regarding data protection.
14.17. If Advisio should be held responsible for breach of provisions regarding data protection, based on the provisions from the GDPR, the Data Protection Act, respectively other applicable laws and regulations, for the breach of which the Client is responsible, the Client shall compensate Advisio for all occurred damages within 15 days, as of the day of receipt of written request from Advisio.
15.1. Advisio shall reserve the right to amend these General Terms and Conditions at any time and without prior notice.
15.2. Advisio shall publish all the amendments to these General Terms and Conditions on its official website in accordance with the valid regulations and they shall be entered into force on the day that is indicated in such amendments as the day of their entry into force.
15.3. In case of amendments to these General Terms and Conditions, Advisio shall undertake to notify the Client in writing or by email.
15.4. It shall be deemed that the Client fully agrees with the amendments to the General Terms and Conditions mentioned unless Advisio is notified in writing of Client’s disagreement within 15 (fifteen days) from the day when the amendments were published, in accordance the provision of Article 15.2. of these General Terms and Conditions.
15.5. In the event of amendments to these General Terms and Conditions, the new version of General Terms and Conditions fully replaces all the previous versions.
16.1. In case a Contract is concluded with the Client, these General terms and conditions, represent a constituent part of the Contract.
16.2. In case of discrepancies between the provisions of these General terms and conditions and the Contract, the provisions of the Contract shall prevail, except in case of the provision from Article 14.4. of these General terms and conditions.
16.3. By concluding the Agreement, the Client accepts the General Terms and Conditions of all platforms that Advisio uses for the purpose of properly executing the Agreement. The general conditions are publicly available to clients on the website.
16.4. These General terms and conditions are composed in Croatian and English. In case of discrepancies in applying and interpretation of the provisions of these General terms and conditions and/or the Contract, the text of the General terms and conditions in Croatian shall prevail.
16.5. These General terms and conditions shall enter into force and be applied as of the 01.09.2024.