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General Terms and Conditions

Article 1.

Introduction: Definitions

  1. These general terms and conditions (hereinafter: General Terms) determine the rights and obligations related to services provided by Proprium d.o.o., with headquarters in Osijek, Josipa Jurja Strossmayera 341, VAT ID: HR09477327401 (hereinafter: Company). These General Terms are always available on the Company’s website.
  2. The Company provides services in the field of business digitalization, including advisory services, software solution implementation, IT consulting, task automation, development of standard operating procedures (SOP), organization of document management systems, and related services.
  3. Contact with the Company can be established through the following channels:
    1. By mail to the Company’s headquarters address: Croatia, 31000 Osijek, Josipa Jurja Strossmayera 341
    2. By email at: [email protected] 
    3. By phone at: +385 99 220 83 38
  4. For these General Terms, the following terms are interpreted as follows:
    1. Client means a legal entity or natural person (acting within their trade, business, craft, or professional activity) who acts as a principal in legal transactions relevant to these General Terms.
    2. The Agreement is a service agreement by which the Company undertakes to provide services specified in the Agreement itself for monetary compensation. Wherever appropriate in the text of these General Terms, the Agreement also includes these General Terms, which form an integral part of the Agreement.
    3. Retainer or Monthly Fee is a contractual relationship by which the Company undertakes to provide continuous services during the agreed period in exchange for a regular monthly fee.
    4. Business Day is any day except Saturday and Sunday, as well as national/religious holidays designated as non-working days.
    5. Working Hours refer to the period from 10:00 am to 6:00 pm Central European Time (CET/CEST), Tuesday through Thursday, unless otherwise specified in the Agreement.
    6. Emergency Intervention is a service provided outside standard working hours, on weekends, or on public holidays, which is additionally charged at a special rate.
    7. Price List means the price list of services provided by the Company. The Company reserves the right to change the Price List at any time, either in the amounts of compensation, or in the scope or type of services it offers, or the scope of service content. It is understood that the price and content of services agreed upon apply to the Client, all following the Price List that was in force at the time of concluding the Agreement, i.e., that changes to the Price List affect those transactions that are contracted after the new Price List comes into force.

 

Article 2.

Beginning of Cooperation

  1. The provisions contained in this article describe the regular procedure of the Company. In exceptional situations, certain deviations from the provisions of this article are possible, which do not affect the validity of all other provisions of these General Terms.
  2. The beginning of cooperation is achieved by concluding the Agreement. The Agreement may be concluded in any number of copies, each of which is considered an original, whereby all copies form the same legal transaction. Scanned signatures or electronic signatures are equally legally binding, and the exchange of signed electronic copies (e.g., signed, scanned, and sent by email) is equivalent to physical signing and exchange of originals. 
  3. These General Terms are an integral part of each Agreement, which includes extraordinary situations such as the absence of a written Agreement (e.g, verbal agreement, acceptance of an offer via email or other means of communication, etc.). Deviations from the provisions of these General Terms are possible only if they are explicitly included in the Agreement with a clear note that they represent a deviation from the General Terms. In case of deviation, it applies only to the narrowly specified provision of the General Terms from which the deviation is made, while all other provisions continue to apply in an unchanged form.

 

Article 3.

Description of Services

    1. This article contains general descriptions of services offered by the Company. The Company reserves the right to change the scope and description of services from time to time, as well as to prepare an offer at the Client’s request that contains a scope of services that deviates from the descriptions below. All rules contained below (as well as rules generally contained in these General Terms) apply if the Company and the Client have not explicitly agreed and, in writing, agreed otherwise.
    2. Implementation of Software Solutions

(2.1.) This service includes the implementation of software solutions such as SmartSuite and other business automation tools, task management, CRM systems, and document organization.

(2.2.) Implementation is carried out in phases as defined in the Agreement, with each phase having clearly defined goals and deliverables.

(2.3.) The Company is not responsible for the subscription cost of third-party software solutions it implements. The Client is obliged to secure the necessary licenses and subscriptions independently.

(2.4.) The Company does not guarantee specific business results arising from the implementation of software solutions, but commits to professional and expert implementation following best practices.

 3. IT Consulting

(3.1.) The IT consulting service refers to providing expert advice in information technology, business digitalization, and the implementation of software solutions.

(3.2.) Consulting can be one-time or continuous through a retainer model (monthly fee).

(3.3.) The Company does not assume responsibility for the Client's business decisions based on the advice received.

 4. Task and Process Automation

(4.1.) The automation service includes the identification, design, and implementation of automated processes to increase business efficiency.

(4.2.) The scope of automation is defined in the Agreement with clearly stated goals and deliverables.

(4.3.) After implementing automation, the Company will conduct basic Client education on the use of the implemented solutions.

 5. Development of Standard Operating Procedures (SOPs)

(5.1.) The SOP development service includes documenting key business processes and procedures of the Client.

(5.2.) SOPs are developed based on information obtained from the Client and analysis of existing processes.

(5.3.) The number and scope of SOPs to be developed are defined by the Agreement.

 6. Retainer (Monthly Fee)

(6.1.) The retainer (monthly fee) service includes continuous IT consulting, maintenance of implemented systems, responding to inquiries, and minor changes within systems.

(6.2.) The retainer includes a defined number of hours per month that the Client can use for agreed services, with a defined response time.

(6.3.) The standard response time for clients with a retainer is 48 hours within standard working hours (Tuesdays and Thursdays).

(6.4.) Unused hours within the retainer do not transfer to the next month, unless otherwise agreed.

(6.5.) For emergency interventions outside standard working hours, an additional fee (rush/weekend fee) is charged according to the current Price List.

 7. Emergency Interventions

(7.1.) Emergency interventions are services provided outside standard working hours (10:00 AM CET/CEST to 6:00 PM CET/CEST, Tuesday-Thursday).

(7.2.) For emergency interventions, an additional fee is charged according to the current Price List.

(7.3.) The Company is not obliged to provide emergency intervention if it has not been previously arranged and confirmed.

 

Article 4.

Delivery Conditions

  1. The Company undertakes to provide the service within the deadline as stated in the Agreement.
  2. Notwithstanding the provision of the previous paragraph, the Company reserves the right to extend the delivery deadline in justified cases such as illness and unavailability of employees, unavailability or malfunction of third parties necessary for the performance of services, and similar circumstances beyond the Company’s control. In such cases, the Company undertakes to contact the Client with information about the appropriate extension of the deadline in the shortest possible time.
  3. If the Client’s cooperation is necessary for the execution of the service (delivery of materials, information, access to systems, etc.), delivery deadlines begin to run from the moment when the Client has fulfilled all their obligations necessary for the start of service execution.
  4. If the Client does not respond to inquiries or does not provide feedback within three (3) business days, it is considered that there has been a project delay, which may affect delivery deadlines and result in additional costs.

 

Article 5

Customer Support

  1. In case of questions or difficulties, the Client has the option to contact the Company exclusively via email address: [email protected].
  2. The Company responds to inquiries within 48 hours from the moment of receiving a clear and complete inquiry during standard working hours. Although the Company makes its greatest reasonable effort to respond as quickly as possible and eliminate any difficulties, a response within 48 hours does not imply providing a final resolution to the inquiry. The Company undertakes to keep the Client informed about the status of their inquiry and, if necessary, initiate and maintain communication with relevant third parties to successfully eliminate irregularities.
  3. If the Company assesses that the requested support does not relate to a technical malfunction but to changes to the original content and functionality of the service, the Company reserves the right to charge for the service according to the Price List.
  4. If the Company assesses that the requested support relates to issues for which it is not responsible, or if inquiries are aggressive, intrusive, unnecessarily frequent, and/or numerous, it reserves the right to refuse the Client.

 

Article 6.

Meetings and Availability

  1. The Company is available for communication and support during standard working hours (10:00 AM CET/CEST to 6:00 PM CET/CEST, Tuesday through Thursday). Meetings are not held on Mondays and Fridays, unless otherwise agreed.

  2. Within the framework of the project defined by the Agreement, the Company will include up to one (1) weekly meeting (lasting up to 1 hour) during active phases of the project for updates, reviews, and coordination. Additional meetings outside this allocation will be charged at an hourly consulting rate.

  3. The Client is required to appoint a primary contact person who will coordinate project activities, ensure timely approvals, and communicate with the Company. Delays in providing feedback or securing resources longer than three (3) business days may affect the project timeframe and result in additional costs.

 

Article 7.

Responsibility for Delays and Project Pauses

  1. Either party may request a pause in the project. If the pause lasts longer than five (5) business days, the party requesting the pause must notify the other party in writing, and both parties must agree on revised deadlines. Pauses requested by the Client may result in additional costs for resource reallocation.
  2. If the Client’s designated contact person does not respond within three (3) business days, this may be considered a delay, which may affect the project timeframe and may result in additional costs. Timely communication and feedback from the Client’s contact person are crucial for maintaining the project schedule.

 

Article 8.

Payment and Payment Terms

  1. Projects. For projects defined by the Agreement, payment is made in three installments:
  • 50% advance (non-refundable deposit) before work begins
  • 25% in the middle of the project
  • 25% after project completion
  1. Hourly Work. For services charged by the hour, payment is made in advance, either per individual hour or in blocks of hours.
  2. Retainer (Monthly Fee). For services within the retainer (monthly fee), payment is made monthly in advance for the next period.
  3. Appointment Cancellation. In case the Client cancels an agreed appointment for hourly work without prior notice of at least 24 hours, the Company reserves the right to charge the full amount for the appointment. The Client is obliged to pay for an additional appointment if they wish to continue the cooperation.
  4. Changes in Scope of Work. If there are additional requirements or changes in the scope of work, they will be handled through a formal Change Order process. The Company will assess the changes, deliver an updated estimate, and require written approval from the Client before continuing work.
  5. Additional Work. Any additional work outside the agreed scope will be charged according to the hourly rate defined in the Agreement or the current Price List.
  6. Acceptance of Deliverables. Deliverables will be considered accepted if the Client does not provide feedback within five (5) business days of delivery. The Client may request revisions within the original scope of deliverables. The Company will make reasonable efforts to adjust revisions, but excessive requests or changes outside the original scope may require additional hours and costs, which will be handled through a formal Change Order.
  7. Revision Limitations. To prevent excessive revisions, the Company will allow up to two (2) rounds of revisions per deliverable. Additional rounds of revisions are subject to additional fees based on the hourly rate defined in the Agreement or the current Price List. 

 

Article 9. 

Liability

  1. The Company undertakes to provide services professionally and following good business practice and usual industry standards.
  2. The Company reserves the right to deviate from the scope of services described in Article 3 and to adjust the conditions of providing its services, including pricing policy, depending on its free assessment of the complexity of tasks, which specific conditions will be contained in a written offer or Agreement.
  3. When the execution of services depends partly or entirely on third parties (e.g., the functionality of implemented software solutions depends on the provider of that software), the Company does not assume responsibility for the quality of the third-party service. If a service is not properly fulfilled due to failures of third parties, this does not create liability on the part of the Company. 
  4. The Company is not responsible for the success of the Client’s work and business results, nor for damage (including lost profits and all other manifestations of damage). If damage to the Client occurs exclusively and only due to the Company’s failures in terms of gross negligence or intent, the Company is liable only up to the amount of the value of services it provided to the Client in relation to the disputed service.
  5. All recommendations and advice given by the Company are based on information provided by the Client and our understanding of current industry practices. Although we make efforts to ensure that our advice is accurate and tailored to the Client’s needs, the Client acknowledges that they are responsible for final decisions about their business, use of software, and implementation of strategy.
  6. The Company does not guarantee specific outcomes or results based on the use of our advice or the implementation of our recommendations. It is the Client’s responsibility to assess the suitability of our advice for their unique business needs and environments.
  7. The Company is not responsible for negative outcomes or business decisions made by the Client based on our advice or consultations.
  8. The total liability of the Company for any claims arising from or related to this agreement, whether in contract, negligence, or any other cause of action, will be limited to the total amount the Client has paid under the Agreement. Under no circumstances will the Company be liable for any indirect, special, incidental, or consequential damages, including lost profits or business opportunities, even if warned of the possibility of such damages.

 

Article 10.

Protection of Business Interests and Intellectual Property

  1. Non-solicitation. The Client undertakes that during the term of the Agreement and for a period of twelve (12) months after its expiration, they will not directly or indirectly engage, employ, or otherwise establish a business relationship with any employee or associate of the Company without the prior written consent of the Company.
  2. Intellectual Property. All intellectual property rights to materials, documents, processes, methodologies, knowledge, and experience that the Company used or developed during the provision of services remain the property of the Company, unless otherwise defined in the Agreement.
  3. Limitations of Use. The Client may use the delivered materials and implementations only for their own internal business purposes and may not resell, distribute, license, or otherwise make them available to third parties without the prior written consent of the Company.
  4. Subcontracting. The Company reserves the right to engage subcontractors for the execution of part or all of the scope of services without special permission from the Client, whereby the Company remains responsible for all actions and omissions of its subcontractors.

 

Article 11.

Termination of the Agreement

  1. The Agreement continues until complete fulfillment of the obligations of both parties. However, each party has the right to terminate it without explanation, with a notice period of 30 days.
  2. If the Client terminates the Agreement, they are obliged to compensate the Company for a proportional amount of the fee for all services provided up to the date of termination, plus compensation for all irrevocable obligations that the Company has undertaken in connection with the project. If the proportional amount of the fee cannot be determined, it will correspond to the sum of the hourly rate spent on providing the service to the Client according to the current Price List.
  3. If the Company terminates the Agreement, if possible, it is obliged to submit all data on the degree of service completion in a way that allows the Client a reasonably simple transfer of the order to a new executor.
  4. If either party materially breaches the terms of the Agreement and does not remedy such breach within fifteen (15) days of receiving written notice of the breach from the other party, the injured party may immediately terminate the Agreement by written notice to the party that breached the terms.

 

Article 12.

Other Provisions Regarding the Agreement

  1. The Agreement comes into force on the day of its signing. Amendments to the Agreement must be in writing.
  2. The Contracting Parties shall resolve potential disputes by agreement, and in case of inability to reach an amicable solution, the parties mutually agree on the jurisdiction of the competent court in Zagreb.
  3. The Contracting Parties unconditionally commit to maintaining business confidentiality for all data and documentation related to the realization of the Agreement.
  4. Croatian law applies to the Agreement, while the authoritative language for interpretation is the English version of these General Terms.
  5. For everything not regulated by the Agreement, the provisions of the law regulating the specific matter apply.
  6. All letters and notifications under the Agreement will be delivered to each other at the email addresses stated in the Agreement. Operational communication between the parties may be used using any technical means, while respecting the written form that enables storage.
  7. Waiver of Rights and Legal Remedies. The non-exercise or delay by any Contracting Party in exercising any of its rights under the Agreement shall not be considered a waiver of that right, and the individual or partial exercise of any right under the Agreement does not prevent further exercise of that or the exercise of any other right. The rights and legal remedies provided for in the Agreement do not exclude rights and legal remedies that either Contracting Party otherwise has by law.
  8. Partial Nullity. The nullity or unenforceability of any provision of the Agreement in no way affects the validity or enforceability of the other provisions of the Agreement, and the Contracting Parties undertake in such a case to make their best efforts to correct such null or unenforceable provision in a way that it becomes valid and enforceable following the purpose that was intended to be achieved by the null or unenforceable provision.

 

Article 13.

Final Provisions

  1. These General Terms come into force on the day of publication on the Company’s website.
  2. The Company reserves the right to change these General Terms, of which it will inform Clients via its website.
  3. These General Terms are composed in Croatian and English. In case of discrepancy between the Croatian and English versions, the English version is considered authoritative.