Terms and Conditions

These General Terms and Conditions form part of every agreement between Proprium d.o.o. and its clients. They were prepared in Croatian and English; if the two versions differ, the English version prevails.

Article 1. Introduction and definitions

(1) These General Terms and Conditions (the “General Terms”) set out the rights and obligations relating to the services provided by Proprium d.o.o., registered office at Josipa Jurja Strossmayera 341, Osijek, Croatia, OIB: HR09477327401 (the “Company”). The General Terms are available on the Company’s website at all times.

(2) The Company provides advisory services, implementation of software solutions, IT consulting, task automation, development of standard operating procedures (SOPs), organisation of document management systems and other related services in the field of business digitalisation.

(3) The Company can be contacted:

• in writing at the Company’s registered office: Josipa Jurja Strossmayera 341, Osijek, Croatia
• by email: hello@proprium.agency

(4) For the purposes of these General Terms:

• Client means a legal or natural person (acting within their trade, business, craft or profession) who acts as the principal in legal transactions relevant to these General Terms.
• Agreement means the service agreement under which the Company undertakes, for a fee, to provide the services specified in it. Where appropriate, “Agreement” also includes these General Terms, which form an integral part of it.
• Retainer (monthly plan) means a contractual relationship under which the Company provides continuous services during the agreed period in exchange for a regular monthly fee.
• Working day means every day except Saturday, Sunday and public or religious holidays designated as non-working days.
• Working hours means 10:00 to 18:00 Central European Time (CET/CEST), Tuesday to Thursday, unless the Agreement states otherwise.
• Urgent intervention means a service provided outside standard working hours, at weekends or on public holidays, charged at a special rate.
• Price list means the Company’s price list of services. The Company may change the price list at any time, in amounts, scope or type of services. The Client is charged the prices and scope agreed under the price list in force when the Agreement was concluded; changes apply only to work agreed after the new price list takes effect.

Article 2. Start of cooperation

(1) This article describes the Company’s regular practice. Deviations are possible in exceptional situations and do not affect the validity of the other provisions of these General Terms.

(2) Cooperation begins when the Agreement is concluded. The Agreement may be executed in any number of counterparts, each of which is an original and all of which together form one and the same transaction. Scanned or electronic signatures are equally binding, and exchanging signed electronic copies (for example signed, scanned and emailed) is equivalent to signing and exchanging originals.

(3) These General Terms form part of every Agreement, including in exceptional cases where there is no written Agreement (for example a verbal arrangement or acceptance of an offer by email or other means). Deviations from these General Terms are possible only if expressly included in the Agreement with a clear statement that they deviate from the General Terms. A deviation applies only to the specific provision concerned; all other provisions continue to apply unchanged.

Article 3. Description of services

(1) This article contains general descriptions of the services the Company offers. The Company may change the scope and description of its services from time to time and, at the Client’s request, prepare an offer with a different scope. The rules below (and these General Terms generally) apply unless the Company and the Client have expressly agreed otherwise in writing.

(2) Implementation of software solutions. (2.1) This service covers implementing software such as SmartSuite and other tools for business automation, task management, CRM systems and document organisation. (2.2) Implementation is carried out in phases as defined in the Agreement, each with clearly defined goals and deliverables. (2.3) The Company is not responsible for subscription costs of third-party software it implements; the Client must obtain the necessary licences and subscriptions. (2.4) The Company does not guarantee specific business results from implementing software solutions, but undertakes to implement them professionally and in line with best practice.

(3) IT consulting. (3.1) This service means expert advice in information technology, business digitalisation and implementation of software solutions. (3.2) Consulting may be one-off or continuous through a retainer (monthly plan). (3.3) The Company is not responsible for business decisions the Client makes on the basis of the advice received.

(4) Task and process automation. (4.1) This service covers identifying, designing and implementing automated processes to make the business more efficient. (4.2) The scope of automation is defined in the Agreement with clearly stated goals and deliverables. (4.3) After implementation, the Company provides basic training to the Client on using the implemented solutions.

(5) Development of standard operating procedures (SOPs). (5.1) This service covers documenting the Client’s key business processes and procedures. (5.2) SOPs are developed from information provided by the Client and an analysis of existing processes. (5.3) The number and scope of SOPs are defined in the Agreement.

(6) Retainer (monthly plan). (6.1) The retainer covers continuous IT consulting, maintenance of implemented systems, answering questions and minor changes within the systems. (6.2) It includes a defined number of hours per month for agreed services, with a defined response time. (6.3) The standard response time for retainer clients is 48 hours within standard working hours (Tuesday to Thursday). (6.4) Unused hours do not carry over to the next month unless agreed otherwise. (6.5) Urgent interventions outside standard working hours are charged an additional fee (rush/weekend fee) under the current price list.

(7) Urgent interventions. (7.1) Urgent interventions are services provided outside standard working hours (10:00–18:00 CET/CEST, Tuesday to Thursday). (7.2) They are charged an additional fee under the current price list. (7.3) The Company is not obliged to provide an urgent intervention unless it has been agreed and confirmed in advance.

Article 4. Delivery

(1) The Company undertakes to provide the service within the time stated in the Agreement.

(2) As an exception, the Company may extend the delivery time in justified cases such as illness or unavailability of staff, unavailability or malfunction of third parties necessary to perform the services, and similar circumstances beyond its control. In such cases the Company will inform the Client of the extension as soon as possible.

(3) Where the service requires the Client’s cooperation (materials, information, access to systems and similar), delivery times start when the Client has fulfilled all obligations needed to start the work.

(4) If the Client does not answer questions or provide feedback within three (3) working days, the project is considered delayed, which may affect delivery times and result in additional costs.

Article 5. Client support

(1) For questions or difficulties, the Client may contact the Company only by email at hello@proprium.agency.

(2) The Company replies within 48 hours of receiving a clear and complete request during standard working hours. Although the Company makes its best reasonable efforts to respond and resolve issues quickly, a reply within 48 hours does not mean a final resolution. The Company will keep the Client informed of the status of the request and, where needed, contact relevant third parties to resolve the issue.

(3) If the Company considers that the requested support concerns not a technical fault but changes to the original content or functionality of the service, it may charge for the work under the price list.

(4) If the Company considers that the request concerns matters outside its responsibility, or requests are aggressive, harassing, unnecessarily frequent and/or numerous, it may refuse the Client.

Article 6. Meetings and availability

(1) The Company is available for communication and support during standard working hours (10:00–18:00 CET/CEST, Tuesday to Thursday). Meetings are not held on Mondays and Fridays unless agreed otherwise.

(2) Within a project defined by the Agreement, the Company includes up to one (1) weekly meeting (up to 1 hour) during active project phases for updates, reviews and coordination. Additional meetings are charged at the hourly consulting rate.

(3) The Client must appoint a primary contact person to coordinate project activities, give timely approvals and communicate with the Company. Delays in feedback or resources longer than three (3) working days may affect the project timeline and result in additional costs.

Article 7. Delays and project pauses

(1) Either party may request a pause in the project. If the pause lasts longer than five (5) working days, the requesting party must notify the other in writing, and both parties must agree on revised timelines. Pauses requested by the Client may result in additional costs for reallocating resources.

(2) If the Client’s contact person does not respond within three (3) working days, this may be treated as a delay, which may affect the project timeline and result in additional costs. Timely communication and feedback from the Client’s contact person are essential to keep the project on schedule.

Article 8. Payment and payment terms

(1) Projects. For projects defined in the Agreement, payment is made in three instalments: 50% as an advance (non-refundable deposit) before work starts, 25% at the middle of the project and 25% after the project is completed.

(2) Hourly work. Services charged by the hour are paid in advance, per hour or in blocks of hours.

(3) Retainer (monthly plan). Retainer services are paid monthly in advance for the following period.

(4) Cancelling appointments. If the Client cancels a scheduled hourly session with less than 24 hours’ notice, the Company may charge the full amount of the session. The Client must pay for an additional session to continue.

(5) Changes in scope. Additional requests or changes in scope are handled through a formal change order. The Company will assess the change, provide an updated estimate and require the Client’s written approval before continuing.

(6) Additional work. Any work outside the agreed scope is charged at the hourly rate defined in the Agreement or the current price list.

(7) Acceptance of deliverables. Deliverables are considered accepted if the Client does not provide feedback within five (5) working days of delivery. The Client may request revisions within the original scope. The Company will make reasonable efforts to accommodate revisions, but excessive requests or changes outside the original scope may require additional hours and costs, handled through a formal change order.

(8) Revision limits. To prevent excessive revisions, the Company allows up to two (2) rounds of revisions per deliverable. Further rounds are charged at the hourly rate in the Agreement or the current price list.

Article 9. Liability

(1) The Company undertakes to provide its services professionally, in line with good business practice and the usual standards of the profession.

(2) The Company may deviate from the scope of the services described in Article 3 and adjust the terms of its services, including pricing, at its own discretion depending on the complexity of the tasks; such specific terms are set out in the written offer or Agreement.

(3) Where performance depends partly or fully on third parties (for example, the functionality of implemented software depends on its provider), the Company is not responsible for the quality of third-party services. If a service cannot be properly performed because of a third party’s failure, the Company is not liable.

(4) The Company is not liable for the Client’s performance or business results, nor for damage (including lost profit and all other forms of damage). If damage to the Client were caused solely by the Company’s gross negligence or intent, the Company is liable only up to the value of the services it provided to the Client in relation to the disputed service.

(5) All recommendations and advice the Company gives are based on information provided by the Client and its understanding of current industry practice. Although the Company makes efforts to ensure its advice is accurate and suited to the Client’s needs, the Client acknowledges that it is responsible for final decisions about its business, use of software and implementation of strategy.

(6) The Company does not guarantee specific outcomes or results from using its advice or implementing its recommendations. It is the Client’s responsibility to assess whether the advice suits its particular business needs and environment.

(7) The Company is not responsible for negative outcomes or business decisions made by the Client on the basis of its advice or consultations.

(8) The Company’s total liability for any claims arising from or related to the Agreement, whether in contract, negligence or any other cause of action, is limited to the total amount the Client paid under the Agreement. The Company is in no event liable for indirect, special, incidental or consequential damages, including lost profit or business opportunities, even if advised of the possibility of such damages.

Article 10. Protection of business interests and intellectual property

(1) Non-solicitation. During the Agreement and for twelve (12) months after it ends, the Client will not directly or indirectly engage, employ or otherwise establish a business relationship with any employee or associate of the Company without the Company’s prior written consent.

(2) Intellectual property. All intellectual property rights in materials, documents, processes, methodologies, knowledge and experience that the Company used or developed while providing the services remain the property of the Company, unless the Agreement states otherwise.

(3) Restrictions on use. The Client may use delivered materials and implementations only for its own internal business purposes and may not resell, distribute, license or otherwise make them available to third parties without the Company’s prior written consent.

(4) Subcontracting. The Company may engage subcontractors to perform part or all of the services without the Client’s specific permission, and remains responsible for the acts and omissions of its subcontractors.

Article 11. Termination

(1) The Agreement lasts until both parties have fully performed their obligations. However, either party may terminate it without giving reasons, with 30 days’ notice.

(2) If the Client terminates the Agreement, it must pay the Company a proportionate fee for all services provided up to the date of termination, plus compensation for any irrevocable commitments the Company has made in connection with the project. If the proportionate fee cannot be determined, it equals the hours spent on the Client’s services multiplied by the rate in the current price list.

(3) If the Company terminates the Agreement, it will, where possible, hand over all information on the progress of the service in a way that allows the Client to transfer the work to a new provider reasonably easily.

(4) If either party materially breaches the Agreement and does not remedy the breach within fifteen (15) days of receiving written notice from the other party, the injured party may terminate the Agreement immediately by written notice.

Article 12. Other provisions

(1) The Agreement enters into force on the day it is signed. Amendments must be made in writing.

(2) The parties will try to resolve any disputes amicably; if that is not possible, they agree on the jurisdiction of the competent court in Zagreb.

(3) The parties unconditionally undertake to keep confidential all data and documentation relating to the Agreement.

(4) The Agreement is governed by Croatian law, and the English version of these General Terms is authoritative for their interpretation.

(5) Anything not regulated by the Agreement is governed by the law regulating the matter concerned.

(6) All written communications and notices under the Agreement are delivered to the email addresses stated in the Agreement. Operational communication may use any technical means, provided the written form allows it to be stored.

(7) Waiver. A party’s failure or delay in exercising any right under the Agreement is not a waiver of that right, and a single or partial exercise of a right does not prevent its further exercise or the exercise of another right. The rights and remedies under the Agreement do not exclude those the parties otherwise have by law.

(8) Partial invalidity. The invalidity or unenforceability of any provision does not affect the validity or enforceability of the other provisions, and the parties will use their best efforts to replace such a provision with a valid and enforceable one that achieves the intended purpose.

Article 13. Final provisions

(1) These General Terms enter into force on the day they are published on the Company’s website.

(2) The Company may amend these General Terms and will inform Clients through its website.

(3) These General Terms are drawn up in Croatian and English. If the two versions differ, the English version prevails.

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