GENERAL TERMS AND CONDITIONS

1. Glossary of terms

Functional specification – a document that defines the scope of delivery of Software products and/or Solutions and/or Services.

Installation server – computer equipment with physical characteristics (eg server, monitor, keyboard...) or virtual server.

Cloud infrastructure - remote computing components and elements required to provide a virtual server service, which includes power, network, computing power, data storage and interfaces necessary for end users to access virtualized resources.

Supplier – Solvership d.o.o.

Client – ​​the party entering into a relationship with the Supplier.

The client's inquiry – a document/record that is the basis for creating an Offer and/or determining the scope of delivery of Solutions and/or Services.

Purchase order – Document by which the Client orders the delivery of Software products and/or Solutions and/or Services.

Non-production system – the Client's test or development environment that is used for development and/or on which individual elements of the Solution are tested before being put into production use.

Offer – Document prepared by the Supplier on the basis of the Customer's inquiry, which consists of proposed deliveries of Software Products, Solutions and/or Services, their descriptions and related commercial conditions.

Production system – the Client's production environment used by the Client's end users for operational and/or production and/or business purposes.

Software product – any software product owned by the original manufacturer of software products that the Supplier is authorized to distribute or software products owned by the Supplier.

Project – Time-limited engagement and/or service of the Supplier undertaken for the purpose of delivery and/or implementation of a unique Solution and/or Service.

Project plan – a document that contains assumptions, activities, deadlines for activities, interdependencies between activities, responsibilities of the Supplier and the Client for the implementation of activities that are necessary to realize the delivery and/or implementation of a unique Solution or Services.

Solution – a solution delivered by the Supplier that may contain a Software Product.

System software – operating systems and other software necessary for the functioning of Software Products and/or Solutions.

Contractual parties – Client and Supplier together (or "Contractual Party" individually).

Services – all services delivered by the Supplier.

Takeover Record – a document by which the Client and the Supplier confirm that the Supplier has delivered a phase or the entire project or part or all of the Program product and/or Solution and/or Services in accordance with the Offer and/or the contract and/or the Functional Specification.

1. Field of application and subject of the General Conditions

These General Terms and Conditions apply to the delivery of Software Products, Solutions and Services delivered by the Supplier to the Client. By accepting the Supplier's Offer or by signing the contract or by signing the Minutes on taking over Software Products and/or Solutions and/or Services without objection, the Client agrees to the application of these General Terms and Conditions to the deliveries in question between the Supplier and the Client. These General Terms and Conditions will be attached as an integral part of the first of the following documents - Offer, contract, Takeover Record, depending on which of the aforementioned documents is agreed upon and signed by the Client first. These General Business Terms and Conditions contain the rules and conditions under which the Supplier delivers Software Products, Solutions and Services to the Client and apply accordingly to all matters not regulated in the Offer, contract or Takeover Record

In each specific case of delivery, if there is a need to define some conditions from these General Terms and Conditions of Business differently or exclude them from application, the Client and the Supplier, when agreeing/signing the first of the aforementioned documents, will explicitly refer to the conditions that are being changed/ exclude, define it differently or exclude it from application by agreement in writing.

In cases where there is a contradiction between the provisions of the Offer/contract/Record of Takeover and the provisions of these General Terms and Conditions, the provisions of the Offer/contract/Record of Takeover shall apply.

If it turns out that certain provisions of these General Terms and Conditions are legally invalid, this does not affect the legal validity of other provisions of these General Terms and Conditions. Legally invalid provisions will replace meaningfully and purposefully the closest corresponding valid provisions.

The Supplier guarantees that it is fully authorized to deliver and possesses all the necessary rights and permissions to deliver Software Products, Solutions and Services to the Client. In cases where the producer of the Software Products is a third party, the Supplier will, at the request of the Client, specify the document/contract on the basis of which it is authorized to deliver the Software Product in question from a third party (for example, a distribution/partnership agreement, etc. or a certificate of the manufacturer/authorized distributor).

1. Ordering process

The basis for the order is the Offer prepared by the Supplier based on the Customer's inquiry. The Client confirms the Offer by means of a notice of acceptance of the Offer or by issuing a Purchase Order.

Requests related to changes and expansion of the accepted Offer, which may appear later during the duration of the Project or after the expiration of the warranty period, require a special agreement that can be realized through the notification of Problems on the Project or through requests for changes that are an integral part of the project methodology. Requests related to changes and expansion of the accepted Offer may postpone the already agreed dates and cause additional costs and give the Supplier the right to compensation for additional costs incurred on the basis of a special calculation.

Services that are provided before acceptance of the Offer itself, without the accepted Offer or with it, as well as Services that are specified in the Service description as time & material (Cr. time and material) are calculated according to the actual time spent.

Unlike the Offer, advertising mailings, prospectus materials, product information and statements of manufacturers or importers are not binding, unless confirmed in writing by the Supplier.

If the Client notifies the Supplier in writing (including by e-mail) of the acceptance of the Offer or issues an Order, it is considered that at the moment of receipt of the notification/Order, a legally binding contract has been concluded between the Client and the Supplier, consisting of the following components in order of importance:

- Offer

- General business conditions

If the contract is signed after notification of acceptance of the Offer or receipt of the Purchase Order, it binds the Contracting Parties from the date of signature and will consist of the following components in order of importance:

- The text of the contract itself

- Offer

- General business conditions

All Offers, notices of acceptance of the Offer, Purchase Orders and contracts are legally binding only if they are signed by the legal representative of the Contracting Party, i.e. a person authorized by him in writing.

Records of takeover are legally binding even if they are signed by authorized persons of the Contracting Parties.

Employees of the Supplier may not make statements that deviate from these General Terms and Conditions, unless they have the written authorization of the Supplier's legal representative.

1. Services

Services are delivered according to the model of delivery of a certain scope of Services within a certain period for a fixed price or according to the model of delivery of a certain scope of Services by realized days for a price per unit of time.

Unless otherwise agreed, the calculation of realized working days of the Services will be monthly upon delivery. The Supplier will send the report on the working hours spent by the third working day of the month for the previous month, and the Client will approve / adjust the calculation by the fifth working day of the month for the previous month. After the agreed calculation, the Supplier will issue an invoice to the Client.

The agreed Services include the tasks that the Supplier will deliver to the Client, and they include only the activities agreed in the contract. In the event that the Supplier and the Client do not sign a contract for an individual Service, the conditions from the accepted Offer are considered to be valid.

The location for the delivery of the Services is Zagreb. In the event that the Client needs the Services to be performed outside of Zagreb, the Client undertakes to reimburse the actual costs of per diems and travel expenses.

Unless otherwise agreed, the Supplier will not be responsible for the delivery of any Installation servers, system software and/or software products required for the delivery of the contracted Services.

1. Software product

With the Software Product, the Client acquires the right to use it for the needs of its business activity in accordance with the provisions of each manufacturer of the Software Product.

The client is responsible for using the Software Product in accordance with the provisions of the Software Product manufacturer.

The Supplier is responsible and guarantees that the specified transfer of the right to use for the purposes of the Client's business activity to the Client does not infringe the rights of third parties.

The delivery of the Software Products will be made after the Client has familiarized himself with the scope of the functions of the offered Software Products, and it is considered that the Client has confirmed that he has familiarized himself with the scope of their functions by accepting the Offer for the delivery of the Software Products.

In case of delivery of Software products of other manufacturers or if the Supplier's Software product and/or Solution includes components or Software products of other manufacturers, the Supplier shall not be responsible for the operation and correctness of such Software products or components nor for errors caused by such Software products or components. For such Software products or components, the license conditions, warranty conditions and warranty issued by the manufacturer apply, and the Client can only lodge a complaint with the manufacturer of such Software products or components.

1. Project management

A project organization that corresponds to the size and complexity of the assigned tasks and appropriate project management are prerequisites for the successful implementation of the Project.

The scope and content of the Supplier's Services in the area of ​​project management will be determined by the accepted Offer, valid Purchase Order or signed contract.

1. Project organization

The Supplier will provide Services in cooperation with the Client.

The contracting parties will each appoint a project manager who will decide jointly. If a joint decision is not possible, the project council (Steering Committee), which consists of one member of the management of the Supplier and the Client, should be addressed.

Both project managers jointly define these parameters:

• frequency, duration and circle of participants at the meetings
• degree of determination of details of project planning and project controlling
• rules for compiling and approving records defined by the functional specification or project methodology.

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

The Supplier has the right to provide Services with the help of subcontractors. In this case, the Supplier generally executes the order and is responsible for it.

The project manager on behalf of the Client will make timely decisions essential for the execution of the agreed Services and the successful and timely realization of the project.

The problems on the Project will be documented, and the options for solving them will be presented in a timely manner to the Project Manager of the Client. A problem on the Project is any situation that represents a deviation from the Functional Specification, accepted by the Client, and which occurred no later than the expiration of the warranty period. All problems on the Project that occur after the expiration of the warranty period constitute a request for modification.

A weekly or bi-weekly status meeting will be held on a fixed day of the week, so that the project team can review past achievements, project schedule, personnel, statuses, discuss project problems, make key decisions and determine expectations and deliverables.

1. Notification obligations

Depending on the complexity of the Project, the contracting parties will agree on the content of the report on the status of the project and the frequency of reporting. A mutually agreed report on the status of the project will be submitted by the Supplier's project manager electronically to the Client's project manager and other key members of the Contracting Parties' team.

Both Contracting Parties must inform each other immediately of any circumstances that significantly impair the progress of the project. This applies regardless of whether such circumstances occur each time in one's own sphere of responsibility or in the sphere of responsibility of another Contracting Party or third parties.

In such a case, the project managers unanimously decide on meaningful measures to achieve, as far as possible, the original goal of the project.

1. Cooperation of the Client

The Client undertakes to ensure that suitably qualified (co)workers, infrastructure, premises and testing data are available at the Client's locations at the time specified by the project managers.

The client will carry out its cooperation at its own expense.

The client must participate in the compilation of the functional specification.

The Client will provide the Supplier with remote electronic access to the delivered Software products if this is necessary for the execution of the agreed deliveries.

The Client may perform parts of the Services offered by the Supplier by himself or with the help of (co)workers of the Client. The project managers will decide on practical execution, possibly necessary training and support, etc. In this case, the Supplier is not responsible or offers a guarantee for the Services or parts of the Services that the Client will implement independently or with the help of (co)workers of the Client.

If the Software product delivered by the Supplier does not work as defined in the functional specification or if the Supplier does not perform the Services in accordance with the functional specification, the Client is obliged to take appropriate measures, and in particular is obliged to avoid the occurrence or increase of already incurred damage, ongoing check the results reported by the Software Product and determine and describe in detail disturbances and malfunctions that occur during the operation of the Software Products or that occur due to the Services provided by the Supplier.

1. Project team members

For agreed projects where it was requested, the Contracting Parties will submit the names and surnames of the team members who will implement the project. Team members must have appropriate qualifications and abilities, as well as knowledge and experience for project implementation.

Confirmed team members may be replaced by other workers in the event that the reason for the replacement is inadequate quality of work, illness, maternity or parental leave, termination of the worker's employment contract, death, or some other type of force majeure and the discretionary assessment of the Contracting Party. The new team members will have the same qualifications and abilities as the previously confirmed team members.

The Client shall ensure that all team members are able to provide adequate support to the Supplier, in case he reasonably requests it, and that they have appropriate knowledge and experience. If any member of the Client's team does not have adequate knowledge and experience, the Client will replace such member with another member of suitable knowledge and experience.

1. Test, download and commissioning

The client is obliged at his own expense to provide data for testing that correspond to business and/or technical practice and is obliged to provide at his own expense all prerequisites for testing in order to realize it in a timely manner and to a sufficient extent.

Commissioning of the Solution, some of its parts, or Services, depending on the content of the whole, may consist of:

• Acceptance and signature of functional and/or design specifications by the Contracting Parties
• Acceptance and signature of the Minutes on taking over the Solution, individual parts of the Solution and/or delivered Services.

Downloading of the Solution, individual parts of the Solution and/or Services will be performed by the Contracting Parties together. The success of the download will be confirmed by the Minutes on the download of the Solution, individual parts of the Solution and/or Services, which will be signed by the project managers of both Contracting Parties.

If the Client does not take over the Solution, a single unit of the Solution and/or Services within two weeks, it will be considered taken over on the day when the last day of the specified period passes.

The download will be considered successful if the Solution, individual parts of the Solution and/or Services meet all the functional and technical requirements defined by the Functional Specification, its attachments, accepted functional and/or design specifications and accepted and performed tests from the test forms that will be previously be defined and mutually agreed upon by the Contracting Parties, and if the Minutes on the taking over of the Solution, individual units of the Solution and/or Services have been signed by both sides.

If the Solution, an individual unit of the Solution and/or Services is put into production at the request of the Client, without tests carried out in accordance with the test forms, the Contracting Parties will define the minimum number of tests that must be carried out after being put into production, and if it is a Solution, an individual unit Solutions and/or Services in accordance with the accepted functional and/or design specifications and defined tests, will be handed over, which will be confirmed by the mutual signing of the Takeover Record.

If the Client uses the Solution, a particular set of Solutions and/or Services for production purposes with or without tests carried out in accordance with the test forms, regardless of whether the Solution, a particular set of Solutions and/or Services is on a development-test environment or on a production environment, it will be considered that the takeover has been carried out if such a Solution, an individual unit of the Solution and/or Services is in accordance with the accepted functional and design specifications, and this will be confirmed by the mutual signing of the Record of Takeover.

If, at the time of collection, delays beyond the agreed terms are determined through no fault of the Supplier, the Supplier does not guarantee any damage due to such a delay.

If the Client does not present reasoned objections to the results of the delivered Solution and/or Services, any of their parts, documentation and/or Software product within two weeks of the takeover, the Supplier may consider them accepted and may rely on them during the next steps in the delivery of the Solution and/or the Service.

Upon acceptance of all parts of the Solution and/or Services and upon signing of the final Project Takeover Record, the project will be considered completed, and the Supplier of the Solution and/or Service will not have any further obligations towards the Client, except for the obligation to eliminate errors in the accepted Solution within the warranty period and/or Services.

1. Development, test and production system (or environment)

The Supplier will install the Software Product and/or Solutions for the development, test and production system on the dedicated Installation servers at the Client, at third parties or in the Cloud Infrastructure.

The client is obliged to fully test the Software product on the test system. During testing, he is obliged to use the range of data that is used in the production system and he is obliged to carry out the testing in the scope and in the manner that will be used in production.

As a rule, the Client should carry out the transfer of each Software Product and/or Solution from the test environment to the production environment in the manner defined by the Offer or Functional Specification.

The Supplier warns in advance and expressly points out that, based on the information about the current state of the Installation Servers, it is not possible to deliver Software Products/or Solutions that would be completely faultless. That is why the Supplier, in connection with its own Software products and/or Solutions and/or Software products that it distributes, guarantees only that the delivery and operation of the Software products and/or Solutions, in accordance with the instructions for using these Software products and/or Solutions, will be tested on recommended Installation servers and system software of the Client in accordance with current good practice.

If the Client acquires Installation servers, system software and/or software products, etc. from third parties, the Supplier will, at the request of the Client, provide an assessment of the basic suitability of this equipment and/or product for the desired goals. Costs for tests and installation work on the Customer's equipment are calculated according to the actual cost if they are not already contained in the Functional Specification.

In any case, the Client will assume the costs and risks for the ongoing operation of the device, including technically and organizationally adequate data security, protection against unauthorized access and virus attacks.

1. Remote access

In order for the Supplier to implement the Offer and quickly support the Client in the event of a guarantee or other assistance, a system for remote electronic access will be established. Remote electronic access implies a Personalized VPN that the Client will provide for each employee of the Supplier who will work on the Project. Any other configuration (eg IPsec site2site VPN) increases the administrative effort for both parties and requires additional licenses. Also, a different VPN setup than the personalized one directly affects the responsiveness and quality of the service provided by the Supplier's consultants. The Supplier will provide all the necessary information for the Supplier's consultants who will work on the Project before the start of the activities, and the Client is obliged to provide personalized access in a timely manner so that the activities can be started according to the agreed deadlines.

Each Contracting Party bears the costs incurred in its premises (for Installation servers, system software, software products, telephone connections, etc.). Both project managers will jointly decide on the method of technical solution and on the relevant security risks.

The Client may limit remote access, for example only at certain times of the day, only for certain employees of the Supplier or according to other agreed criteria.

If, due to the impossibility of remote access, the Supplier incurs damage or additional costs in the part for which the Client is responsible, this additional cost can be charged separately to the Client. The supplier does not guarantee any damage due to the impossibility of remote acces.

1. Delivery for maintenance and support

The phase of maintenance and support of the Software Products and/or Solutions begins with the signing of the Minutes on Downloading and Downloading the Software Products and/or Solutions. The exact start date of the maintenance and support phase, as well as the execution details, will be determined jointly by the Project Managers of the Client and the Supplier.

Regarding the maintenance of the Software Products and/or Solutions and the scope of the Services that the Supplier must provide in this regard, a separate contract on maintenance and support will be concluded.

1. Change request

The change request is an integral part of every Project. A change request is a process of changing the functionality that changes the functionality of the Project in relation to the functionality defined by the contract. The request for change must always be in writing and its implementation should be according to a pre-defined procedure. After a precisely defined change request, the Client will decide on its implementation and confirm the costs related to its implementation in writing. The scope of work defined by the change request is not part of the individual contract or Offer, but will be regulated by a separate addendum to the contract or a new contract, with the application of the previously agreed fee.

1. Other project assumptions

The Supplier and the Client agree to work together and in full and open communication with the common goal of quality delivery of the project within the given project deadlines.

If there are changes in assumptions during the delivery of the project, the Supplier's project manager will without delay inform the Client's project manager about how they affect the implementation of the project and the agreed deadlines and deliveries. Project managers of the Contracting Parties shall meet without delay and jointly adapt the Project Plan, in writing in the form of an addendum to the contract.

In cases where the Supplier requests information from the Client, it will be delivered to him in a timely manner and in accordance with the project plan.

The Client shall provide the Supplier with adequate access to all information and data sources necessary for the delivery of the project.

Prior to the start of the implementation of a particular phase, the client will provide adequate capacities and ensure the availability and cooperation of its workers, especially with regard to constructive participation in joint workshops and meetings, and in timely comments on the delivered versions of the final documents.

The Client will promptly (in accordance with good business practice) respond to the Supplier's inquiries related to all activities necessary to realize the project in question.

If within two weeks after the delivery of the final documents of an individual phase, comments and revised documentation are not delivered by the Client, the final documents of the phase will be considered accepted.

1. Price and terms of payment

All prices, unless otherwise indicated, are expressed in EUR and without VAT. VAT, if it is calculated in accordance with regulations, is calculated during invoicing and is borne by the Client.

The Supplier will calculate the license for the Software Product in accordance with the Offer, and will issue an invoice for the Services once a month. In the case of orders that include multiple quantities or items, or program modules, the Supplier may make partial deliveries, or issue partial invoices, usually by delivery stages.

The amount stated on the invoices shall be paid by the Client to the account of the Supplier indicated on the invoices within 30 days from the date of issue of the invoice. On the day of issue, the invoice will be sent electronically to the Client's address and/or by post in paper form, and in case the Client is a public institution, the invoice will be delivered in the form of an eInvoice.

The client is not authorized to transfer claims to third parties.

If the Client is late with the payment of the invoice, the Supplier has the right to calculate statutory default interest.

1. Software products

The prices specified in the Offers for the Software products are binding until the date specified in the validity of the Offer. Any price increases by the manufacturer of the Software products that occur after the specified date will be charged to the Client, if he has not previously accepted an Offer with more favorable terms.

1. Services

The prices stated in the Offers and price lists for the Services are binding on the Supplier for 30 days from the date of issue of the Offer, unless otherwise stated in the Offer. After that, if the Offer is not accepted earlier with more favorable terms, the Supplier may include the resulting increases in labor and material costs, i.e. other costs and fees, in its Service prices.

Services that the Supplier provides at the request of the Client and that exceed the initially agreed scope of Services will be calculated on the basis of the unit prices per roles stated in the Offer.

Services are performed within the usual working hours of the Supplier (Mon.-Fri. 9:00 a.m.-5:00 p.m.) on working days in the Republic of Croatia. If, exceptionally and at the request of the Client, the Services are provided outside normal working hours, additional costs will be calculated separately as specified in these General Terms and Conditions and in the contract.

1. Travel and overtime expenses

Travel expenses, per diems and overnight expenses will be charged separately to the Client. The exact arrangement is defined in the contract, otherwise the usual regulations apply in accordance with Croatian law. The time spent on the road will be calculated according to the time actually spent.

When providing Services outside of working hours as requested by the Client, the following additional costs will be calculated for one hour of the Services provided as a percentage of the agreed price of the Service:

• for overtime work (Mon.-Fri. 18:00-22:00) 50%
• for night work (Mon.-Fri. 22:00-6:00) 50 %
• for work on Saturdays 50%
• for working on Sundays 100 %
• for work on a holiday 150%.

If the two listed items overlap, the higher item applies, except in the case of night work on Sundays or holidays, when the items are added together.

1. Deadlines and the right to withdraw

The supplier will try to adhere to the agreed deadlines from the mutually agreed Project Plan, which contains the deadlines for the activities of both parties and their interdependencies.

The execution deadlines set as a goal can only be respected if the Client completes all the necessary work on time, submits the documentation, confirms the obtained functional specifications and fulfills its obligation to cooperate.

The Supplier is not responsible for delivery delays and price increases that occur due to incorrect, incomplete or subsequently changed data and information, or documentation provided by the Client. Additional costs that would occur as a result will be borne by the Client.

Due to unforeseeable and unexpected events, eg due to force majeure, disputes with workers, natural disasters or system outages that are not under the control of the Client or the Supplier, each of the Contracting Parties may re-determine the deadlines.

If the agreed delivery deadline is exceeded solely due to the Supplier's fault, the Client is authorized, but with at least a 14-day extension of the deadline for fulfillment, to withdraw from the order in question by registered letter if, even within the extended deadline, the agreed Service is not performed in its important parts.

Deviation by the Client from already completed partial deliveries and Services is not allowed.

Adherence to the agreed payment terms is an important condition for the Supplier to carry out the delivery, i.e. the execution of the contract. Due to non-compliance with the agreed payments, the Supplier may stop ongoing work and withdraw from the contract within one week after a written warning. The client will bear all costs and damages that are related to this.

If the Client does not comply with the terms of payment or if the Supplier is aware of circumstances the consequence of which is (or will be) a serious reduction of the Client's creditworthiness, the Supplier is authorized to demand payment in advance for deliveries that have not yet been made.

Payments are made only by direct payment to the Supplier. If several claims are opened from the Client, the Client's payments settle the oldest claim each time. Possible costs are always settled first, followed by interest and finally the main claim.

The Supplier retains ownership rights and intellectual property rights over Software products and Solutions and on documentation intended for the Client as a user until full payment.

1. Confidentiality and personal data

The contracting parties undertake to keep each mutually agreed contract confidential and thereby undertake not to, without the prior written consent of the other contracting party, disclose to unauthorized persons or any third party information related to or related to the contract, and in particular that the same shall not disclose to direct and indirect market competitors of other Contracting Parties.

For the purposes of the contract, the term "information relating to or relating to this contract" includes, but is not limited to, designs, plans, samples, products, equipment, reports, studies, drawings, schedules, specifications, technical data, prices , databases, any form of software, documentation, correspondence between the parties related to the contract or other business or technical information.

Neither Contracting Party shall be responsible for the disclosure or use of information that: is or becomes known to the public, except in violation of this agreement or must be disclosed based on the request of a regulatory body based on applicable regulations.

The obligation to keep data confidential remains in force even after the termination of the individual contract for any reason. The Contracting Party that violates the obligation to keep data confidential will be responsible for any damage, without any limitations, that occurred to the other Contracting Party as a result of the violation of the obligation to keep data confidential.

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

The contracting parties are obliged to act in accordance with all applicable laws and regulations related to data protection and for this purpose they are obliged, through employment contracts, internal regulations or in any other legally acceptable way, to oblige their workers, associates and assistants to confidentiality of data and information received from each other, which the other party considers confidential (especially personal data about users of the Client's Services).

In the event that during cooperation it is determined that the Supplier needs to be granted access to the Customer's personal data collections, the Contracting Parties shall without delay regulate the rights and obligations based on the processing of personal data in a corresponding data processing agreement in a manner consistent with the General Data Protection Regulation (GDPR) and accompanying regulations.

1. Intellectual property rights and license

No provision of any contract or other document gives the right to transfer intellectual property over already existing objects of intellectual property. All existing objects of intellectual property remain the intellectual property of the Contracting Party that brought them to a specific Project. The contracting parties undertake to protect the intellectual property rights of the other contracting party even after the completion of the Project and the expiration of any contracts.

By paying the price, the Client acquires the right to use the Software Products and Solutions, or their parts or functionality, which appear, develop or are delivered by the Supplier within the scope of the contract, within the scope of use determined by the specific contract.

The Supplier confirms that over the delivered Software products, Solutions, their parts or functionalities, the holder of the intellectual property rights necessary for delivery is either the Supplier itself or the Supplier has acquired the appropriate rights necessary for delivery to the Client.

If the Client is authorized to independently make changes and additions to the Solutions and/or the results of the Services, the Supplier bears no responsibility for the delivered Solutions, results of the Services or functionality in relation to the part in which the Client independently made changes and additions.

The customer is not authorized to independently make changes or additions to the Software Products outside of the rights granted to him by the original manufacturer of the Software Product or the Supplier in accordance with the valid license conditions.

1. Force majeure

The contracting parties will not be responsible for non-fulfillment of any of their obligations stated in the eventual contract when the impossibility is caused by a force majeure event (defined as any objectively unavoidable and unforeseeable event beyond the control of the contracting parties and independent of their will) that directly affects the performance of the contracting party's obligations , and provided that the Contracting Party affected by the force majeure event has notified the other Contracting Party thereof.

Force majeure events shall include, but shall not be limited to: earthquakes, floods, epidemics and pandemics, war, rebellion or martial law, internet outages, strikes, work stoppages, boycotts or other forms of industrial action, government embargoes, restrictions, etc.

In the event of a force majeure event, the affected Contracting Party shall use its best efforts to fulfill its obligations under the contract. In the event that force majeure prevents the performance of one part of the contract, and that part is not critical for the performance of the contract as a whole, the affected Contracting Party will continue to perform its obligations on the part not affected by the event of force majeure.

The Contracting Party that is affected by the force majeure event must immediately notify the other Contracting Party in writing and indicate which of its obligations it is prevented from performing due to the force majeure event and must provide an estimate of the time period during which it believes it will be prevented from performing the stated obligations.

The contracting parties agree that in case of force majeure whose causes last more than 30 (in words: thirty) days, the Client reserves the right to terminate the contract by written notice with immediate effect.

In the event of an epidemic or pandemic, all Services of the Contractor will be provided on an off-site basis, where the Contractor's workers will work from their homes. All the Supplier's workers will be equipped with the necessary tools and software products for successful and uninterrupted delivery of the agreed Services, as they would do at the Client's location. As long as the circumstances due to force majeure do not change, all meetings and workshops will take place via online conference tools, assuming that both Contracting Parties have the ability to do so.

In the event of unforeseen circumstances, i.e. illness, the Supplier's employees will be entitled to standard sick days, and upon recovery they will resume their work. If the length of the resulting sick leave exceeds a reasonable duration (as is the case in normal circumstances of the illness), both Contracting Parties will evaluate and agree on a possible solution, for each case separately.

1. Prohibition of competition

During the duration of the business relationship and during a period of 12 (twelve) months from the date of termination of the business relationship for any reason, neither Contracting Party shall seek direct or indirect employment of any employee of the opposite Contracting Party, without the prior written consent of the other Contracting Party.

1. Liability for errors and warranty period

The supplier will remove free of charge errors that are in his domain and that appear within the warranty period of three months from the date of signing the Record of Takeover.

Within the warranty period, the Supplier will remove errors on the Solution, individual parts of the Solution and/or Services free of charge that are the result of non-compliance of the functionality of the delivered Solution, individual parts of the Solution and/or Services with the functionalities defined in the accepted functional and/or design specifications and other relevant project documents.

If the Client claims wrongly and without adequate confirmation and documentation that there are defects or errors and if this causes additional costs to the Supplier, they will be calculated separately.

The Supplier will provide consultation, assistance, correction of errors and malfunctions for which the Client is responsible, and other changes and additions for an appropriate fee. This also applies to correcting errors if the Client himself or a third party made changes to the Solution, supplements or other procedures.

The supplier does not guarantee errors, malfunctions or damage arising from:

- insufficient preparation of Installation servers for installation or configuration of Software products,

- use of inappropriate or defective Installation servers,

- unprofessional and/or improper use or handling of the Solution, including installation and configuration, which are not in accordance with the Supplier's instructions,

- repairing or changing the Solution by the Client or third parties,

- it turns out Infrastructure in the cloud,

- changes to the Client's original systems, changed components of the Production System, interface or parameters

- events/circumstances of force majeure.

For Software products and/or Solutions that are subsequently changed by the Client's programmers or third parties, the Supplier bears no responsibility for errors.

When delivering Software products owned by the original manufacturer of Software products that the Supplier is authorized to distribute, the responsibility for these Software products and their functionality rests with the original manufacturer of Software products.

If the delivery item represents a change or supplement to already existing Software Products and/or Solutions, the liability applies only to that change or supplement. Liability for the basic Software Product and/or Solution is not thereby revived.

The customer must, at his own risk, ensure the security of the delivered Software products and/or Solutions and data related to the installed Software products and/or Solutions.

1. Liability for damages

As part of the legal regulations, the Supplier guarantees for damage if the Client proves that the Supplier caused the damage intentionally or through gross negligence. The supplier is not responsible for material damage caused by ordinary carelessness. The supplier is not responsible for indirect damage.

The Supplier is under no circumstances responsible for the loss of data if the Client has not taken care of adequate data security and backup.

Any claims for damages must be submitted by the Client to the Supplier within three months of the Client learning of the damage.

The maximum compensation that the Client is authorized to demand from the Supplier is EUR 50,000.

1. Official notices

When one Contracting Party is required to provide official notice to the other Contracting Party, it shall be given in writing, unless otherwise agreed.

The client receives notifications at the address specified in the contract.

The supplier receives notifications at the following address:

Solvership d.o.o., Krste Pavletića 1/2, 10 000 Zagreb, Fax: +385 1 4716 946, email: prodaja@solvership.com.

Any registered letter or notice sent to the aforementioned address shall be deemed to have been duly delivered and received by the Supplier.

1. Application of law and settlement of disputes

The law of the Republic of Croatia will apply to the business relationship.

All disputes that may arise during the duration of the business relationship will be resolved by agreement in the spirit of good business relations, and in the event that this is not possible, the competent court in Zagreb is responsible for any disputes.

1. Other conditions

The supplier is not responsible for any future projects that may arise as a result of his engagement, nor for the results of such projects.

The Supplier does not assume responsibility for the results of the Client's activities either during or after the execution of the contracted Services.

In the event that the Supplier will work in the Client's premises, the Client must provide the basic infrastructure necessary for work: a room with daylight, desks, chairs, printer, electricity connections, network connections, administrator authorizations on the systems necessary for the delivery of the agreed Services.

The Client agrees that the delivered Services and Software products, including the name and logo of the Client, may be used for commercial and marketing purposes, as a reference by the Supplier.

1. Entry into force and duration

These General Terms and Conditions are published on the website www.solvership.com.

These General Terms and Conditions apply to the business relationship between the Supplier and the Client during its duration. For the purposes of these General Terms and Conditions, the period of the "duration of the business relationship" is the period from the acceptance of the Offer for Services and/or the delivery of Software Products and/or Solutions by the Supplier to the Client until the expiration of five years from the date of issuing the Client's last invoice from the Supplier.

These General Terms and Conditions apply from December 29, 2023. with the subsequent change of the Supplier's company name, e-mail address and website of the Supplier.