1.1. The following Terms and Conditions (further on “Terms”) regulate the mutual rights and obligations between Welltodo d.o.o., Dane Duića 7, 10000 Zagreb, Hrvatska (further on “Service provider”) – web presence via the company’s website at welltodo.hr – and the customers of the company (further on “customer”).
1.2. The contractual relationship for using the services and products of the Service Provider begins with the acceptance of the order by the Service Provider.
1.3. These Terms and Conditions apply to all legal relationships between the Service provider and the customer which can result of the use of Welltodo’s services and will be applied on all contracts between the parties without explicit reference. Different Terms and Conditions or Terms and Conditions of the customer will not apply.
If the parties agreed otherwise in writing, this agreement has priority.
1.4. By using the services of the Service provider the customer accepts these Terms and Conditions.
1.5. The Service provider reserves the right to supplement or amend this Terms and Conditions at any time without prior notification if he finds it necessary for technical reasons or because of market developments. With publication of the changed Terms and Conditions they shall be binding to the customer if the customer does not draw up a written opposition within 7 days. In this case the customer may give written termination of the contract which he has signed with the Service provider within the period of notice.
The customer commits himself to read the Terms and Conditions regularly and to inform himself about the latest version. The latest version will be available at any time on the website welltodo.hr.
2.1. The Service provider provides various services in the fields of IT like e.g. programming, web design & web development and makes this service available for its customers.
2.2. The individual services and the duties of the Service provider can be seen from the service description laid down i our written offer and/or in the signed contract with the customer.
2.3. For fulfillment of the contract the Service provider can use at its own discretion services of third parties or subcontractors.
2.4. If the Service provider makes available free services, he can stop the implementations of these services at any time. Furthermore, the Service provider is not obliged to provide any alternative services or pay compensation in money on this basis.
2.5. The customer has to take care of the actuality and compatibility of his software and hardware in order to use the services made available from the Service provider seamlessly.
2.6. The Service provider is entitled to stop providing his services at any time (as well as using the website welltodo.hr).
3.1. Depending on the scope of the services which the Service Provider has to carry out, a close collaboration between the Service provider and the customer may be required. The customer expressly agrees with this. In this case there will be set further milestones and mutual duties of cooperation and the takeover of the completed services. If the customer does not fulfil his obligation to take over the service and to cooperate, the Service provider is no longer obliged to continue performing the service. In that case the Service provider may issue an invoice upon the first written warning for charges and expenses incured by that time and due for immediate payment.
3.2. The customer must meet his obligations carefully and within the agreed deadlines. If he does not proceed like that even upon the first written warning, the Service provider may terminate the agreement without notice.
3.3. The customer declares his consent to use the Service providers’ services only under these Terms and conditions.
4.1. The customer is responsible for any content and mode of representation on its website.
4.2. The Service provider is not, under any circumstance, obliged to review any content of the customer to their lawfulness and therefore declines any liability in this respect.
5.1. All brand marks, copyrights and other protection rights on the data base and the data base system as well as the informations, contents and other elements which are stored there are the exclusive property of the Service provider. Exceptions to this are any rights of the customer to the content he has placed.
5.2. The delivered product/ service remains the property of the Service provider until complete payment has been made.
6.1. The amount of the fee for the realisation of the agreed services is stated in the Servise providers’ offer and/or contract with the customer. Upon the signing of the contract or acceptance of the offer the customer confirms that he is informed of the proposed price and that the price is acceptable. In the event of a lack of consultation relating to the Service providers’ fee for the performed services as well as granting of the copyright and usage rights, he shall receive a fee according to the current market prices.
6.2. Contract modifications or additional product/services will be calculated and settled through an additional offer which is to be accepted by the customer. All services of the Service provider, which are not explicitly covered by the agreed fee shall be paid separately. All expenditures for cash payment the customer has to pay in advance.
6.3. Every service delivered by the Service provider is subject to the payment of a fee. The same shall apply for all agreed services of the Service provider which he cannot perform because of factors outside his control.
6.4. If it is clear that the costs will exceed the agreed budget the Service provider must notify the customer in writing and obtain his consent at the latest within a period of 3 working days. If the customer does not agree the services will be completed, if possible, within the agreed budget and the customer i obliged to accept the services at that level.
6.5. The customer has to pay the Service Provider 50% of the agreed fee in advance before service provision. The rest of the payment shall become due upon completion of the work and before handover to the customer. All expenditures for cash payment are due in advance in amount of and in the time period as necessary.
6.6. The fee is due upon invoicing without any reductions. In case of delayed payment the Service provider may charge default interest according to law as well as any attorneys’ fees which may be incurred.
6.7. The customer is not entitled to withhold payments or to balance these with counter claims whatever the kind. The customer shall only be entitled to offset with claims or retain a certain amount only granted expressly by the Service provider or which have been regulated by law.
The Service provider is entitled to mark his copyright on all applied advertising resources and measures without the customer having a right to receive a payment. The Service provider is entitled, under exclusion of the withdrawal of the customer at any time, to display and to use the customers’ name and logo on his website or his advertisement campaigns and to link it to the customers’ homepage to indicate the business relationship with the customer as reference.
8.1. The customer must check all services delivered by the Service provider and accept within three (3) working days upon provision. If the customer doesn’t contact us within that period, it is considered that the customer has given his consent.
8.2. The customer must check all services delivered by the Service provider on their legal and market conformity as well as the conformity with the trade mark right. The Service provider may engage an external audit on a written request of the customer who pays all the associated costs.
8.3. The customer will approve promotional activities proposed by the Service provider only at the time when he is prepared to take responsibility himself for the risk associated with implementing the proposed publicity project and use of the trademark.
9.1. The completion dates for the services must only be regarded as guiding values but are not mandatory for us, if they are not negotiated as obligatory. Binding agreements for delivering services shall be documented in writing or confirmed by the Service provider in writing.
9.2. In case of delays in the delivery of services by the Service provider for reasons for which the Service provider is not responsible like e.g. force majeure or other unforeseen factors over which he has no influence then the commitment to supply will be suspended for the duration of the impediment and within the limits of its effect, so the delivery period shall be extended accordingly. In case of delay in delivery for over one month, both the Service provider and the customer can withdraw from the contract with immediate effect.
10.1. The customer must state claims in written form and carefully explained to the Service provider within three (3) days after receipt of the delivered service. Otherwise the delivery is considered as being accepted. If the complaint is acknowledged as well-founded by the Service provider the customer may request a rework. The deficiency will be redressed within a reasonable period where the customer will give all the material the Service provider needs for auditing and eliminating of defects. The Service provider is entitled not to perform the elimination of defects if this is not possible for him or if it is associated with unreasonable expenses.
10.2. The Service provider shall not accept any liability unless it can be proven that the Service provider has breached his obligation in a deliberate or grossly negligent manner in the principal contractual obligations. Claims for damages of the customer are explicitly excluded in case of liability for consequential damage of deficiencies.
10.3. The customer must prove all materials and documents (texts, photographs, logos etc.) on which basis the Service provider performs his services, on their conformity with copyrights, other legal rights and rights of third parties. The Service provider shall not be liable for infringement of such rights. The customer undertakes to defend the Service provider at his own expense against all claims of third parties derived from violation of property rights or copyrights through the use of materials according to the contract and also to reimburse the Service provider for costs and indemnities imposed by a court or included in a composition previously approved by the Service provider.
10.4. The Service provider may refuse or remove materials and documents which the customer has provided him for processing and which are evidently violating the law or are suspicious to do so, at any time. The customer has no right to compensation in this respect.
11.1. In case of liability for simple negligence, the Service provider is not liable for damages on the clients’ property or things, whether the damages are incurred directly or indirectly, loss of profit or consequential damages, damages caused by delay in delivery, non-fulfillment, error by signing the contract or damage as a consequence of an insufficient or incomplete service. The damaged party has to prove intentional acts or gross negligence.
11.2. The Service provider is explicitly not liable for any third-party claims against the customer which arise of services the Service provider has delivered to the customer. The Service provider is not liable for costs which arise from legal proceedings, attorney’s fees, judgment costs and other compensatory costs or other third-party claims – the customer is obliged to indemnify the Service provider against all third-party claims, legal acts or legal proceedings.
11.3. Claims for damages which are filed three months after takeover of the delivered service are not valid any more. Compensation claims are expressly limited to the amount of the service which it relates.
The customer declares explicitly his consent that the Service provider can collect, store and manage data which the customer has provided (full name, address, e-mail, phone etc.) for purposes of contract compliance and customer service as well as for listings of references. Please read our regulation of data protection.
13.1. The Service provider shall be entitled at his own discretion to render services itself or to subcontract any part of the services to third parties at its own expense.
13.2. Commissioning of third parties for additional services which are agreed with the customer the Service provider will undertake either in his own name and/or on behalf of the customer, but in any case at the customer’s cost. The Service provider will carefully select the third party as well as ensure that he has the appropriate qualification for this work.
14.1. The Service provider will keep confidential all information and data, which the customer has made accessible to him within the scope of the contract and he will keep confidentiality towards third parties through his staff too. The secrecy obligation also applies upon completion of the service or contract.
14.2. This secrecy obligation does not apply in the context of legal proceedings, explicitly in a civil or non- contentious civil procedure with the customer in which the rights of the Service provider are defended.
14.3. Regardless of the secrecy obligation the Service provider reserves the unlimited and unrestricted right to show the name, the logo and a short excerpt of the delivered services of the customer in his listing of references and to use this data in advertising campaigns and for presentations on the internet.
15.1. Place of performance and court of jurisdiction shall be the location of the company of the Service provider. For any disputes arising between the Service provider and the customer from the use of services and products shall be settled by the appropriate court in Zagreb. Croatian law shall apply.
15.2. Any changes, additions and subsidiary agreements require a written form.
15.3. The welltodo.hr website may contain hyperlinks to third-party websites. The Service provider shall have no liability for the contents of such web pages and does not make representations about or endorse such web pages or their contents as its own, as the Service provider does not control the information on such web pages and is not responsible for the contents and information given thereon. Furthermore, the Service provider shall not assume any responsibility for any costs incurred by the customer through the use of services and products associated with third-party web pages and the customer uses these web pages on his own risk.
Status as of 1st. November 2019.