These General Terms and Conditions govern the cooperation between BID Grupa d.o.o. (hereinafter: the Provider) and the Client for web design and maintenance services. They apply together with the associated signed Agreement and Data Processing Agreement (DPA), to which the Client refers in the Agreement.
The document consists of three parts: PART I contains common provisions applicable to all services; PART II governs web design; PART III governs maintenance. The Client accepts PART I and those PARTS (II or III) that correspond to the services activated in the Agreement.
"Agreement" - a written agreement between the Provider and the Client containing the identification of the Parties, the subject matter, a reference to the Offer, and the rules for accepting the General Terms and DPA; it enters into force upon signature by the Parties.
"Offer" - a commercial and technical document issued by the Provider prior to the Agreement, containing prices, payment schedule, scope of work and technical specifications, forming an integral part of the Agreement.
"Parties" - the Provider and the Client together.
"Project" - the website and related deliverables, as defined in the Offer and Section 3 of the Agreement.
"Launch" - the moment at which the website forming part of the Project becomes publicly available on the Client's production domain, as defined in Article 4 of the Agreement.
"Maintenance" - the ongoing technical support and website maintenance service following the Launch, as defined by the Offer and PART III of these General Terms.
"DPA" - the Data Processing Agreement forming an integral part of the Agreement.
All notices, statements and warnings under the Agreement shall be made in writing, by post or e-mail to the legal contact e-mail addresses set out in the Agreement. Operational communication (technical support, tickets) is conducted in the manner provided for in each individual Agreement.
Neither Party may assign the Agreement or individual rights and obligations under the Agreement to a third party without the prior written consent of the other Party, which shall not be unreasonably withheld.
All information and data made available by the Parties to each other within the scope of the Agreement, as well as the contractual documents in their entirety, are considered business secrets. The obligation of confidentiality continues after the termination of the contractual relationship. Information that is publicly available without fault of the other Party, or that must be disclosed by law or decision of a competent authority, shall not be considered confidential.
The Agreement is governed by the law of the Republic of Croatia. Disputes shall be resolved by the Parties primarily by agreement, and otherwise before the Commercial Court in Rijeka. Exceptionally, a different governing law and competent court may be agreed upon by a separate written agreement of the Parties forming an integral part of the Agreement.
The Agreement, these General Terms and the DPA together constitute the entire agreement of the Parties and supersede all prior written and oral agreements. Individual termination mechanisms for web design and maintenance are set out in PART II and PART III; notwithstanding these, either Party may terminate the Agreement with immediate effect in the event of a material breach of essential obligations by the other Party that has not been remedied within 15 days of written notice.
The Provider reserves the right to unilaterally amend these General Terms. Amended General Terms apply to all Clients, including those who signed the Agreement prior to the amendment, under the conditions and within the timeframes set out in this Article. The URL at which the General Terms are published is not versioned — it always displays the currently valid version.
The Provider shall notify the Client of each amendment in writing to the legal e-mail address set out in the Agreement at least 60 days before the amendments take effect, with the text of the new General Terms and the effective date attached.
Material amendments (those that materially change the scope of services, billing method, termination mechanism, rights and obligations of the Parties, or that increase the Client's obligations beyond those in the previous General Terms — including an increase in the inflation adjustment cap or a reduction of the notice period):
Minor amendments (terminological alignments, clarifications, amendments without effect on the rights and obligations of the Parties, regulatory compliance updates): these apply automatically upon expiry of the 60-day period set out in the second paragraph of this Article, unless the Client objects in writing within that period.
The Provider internally archives all versions of the General Terms with amendment dates. Upon written request by the Client, the Provider shall provide the archive of previous versions in writing.
This PART applies when the web design service is activated in the Offer.
The Provider undertakes to design and deliver a website ("Project") in accordance with the specification forming an integral part of the Agreement. The specification precisely defines the scope of work, project phases, deliverables and technical characteristics.
The total agreed fee for the web design is set out in the Offer and is fixed for the duration of the Project, except in the event of a scope change pursuant to Article II-5.
The payment schedule is flexible and is determined for each Project individually in the Agreement (it may be 50/50, 30/40/30, tied to the delivery of individual phases, monthly instalments during the Project, or another agreed schedule).
The Provider issues an invoice upon the due date of each instalment or phase in accordance with the agreed schedule. The Client pays each invoice within 30 days of receipt, to the Provider's IBAN. All fees are stated exclusive of VAT; VAT is charged in accordance with applicable regulations.
The delivery deadline is defined in the Offer and begins to run from the date on which the Provider confirms in writing receipt of all materials required for the execution of the Project (CRM/CRS documentation, textual, video and photographic content, visual identity guidelines, all as specified in the Agreement). The Provider shall, within 5 working days of receipt of the materials, confirm receipt or identify any deficiencies.
The Provider transfers to the Client all economic rights to the delivered design, content and functionality of the Project upon full payment of the total fee set out in Article II-2. Until full payment, rights remain with the Provider. The Provider warrants that the materials, design and code it has created for the purposes of the Project do not infringe the rights of third parties; the Client bears responsibility for materials it has supplied. The Provider retains the right to use the Project in its portfolio and references, unless the Client has expressly and in writing withheld consent.
The default number of iterations within scope is three (3) per defined deliverable under the Agreement, unless otherwise expressly stated in the Agreement. Each additional iteration or scope change is subject to a separate written agreement and may involve additional costs and schedule adjustments.
The Provider shall, at its own expense, remedy defects resulting from its own implementation errors within a period of 45 days from the date of delivery (default), unless a different period is expressly stated in the Offer. During this period, the Provider provides technical support via support@bid.hr, on working days from 08:00 to 16:00. Ongoing technical support and maintenance after the expiry of that period are governed by PART III of these General Terms (Maintenance), commencing from the Launch date set out in Article 4 of the Agreement.
The Provider warrants the quality of the services performed. The period referred to in the preceding paragraph serves as a testing period. The Client is obliged to report all identified defects in writing during that period; the Provider remedies them, and in the event of an inability to remedy that prevents use of the Project, refunds the fee proportional to the undelivered portion.
This PART applies when the website maintenance service is activated in the Offer.
The Provider shall provide technical support and maintenance services for the website(s) listed in the Agreement (Section 3). Default maintenance scope:
Technical support:
Backend:
Frontend:
Programming of new functionalities is not included in maintenance; this is governed in accordance with Article III-6.
The monthly maintenance fee is set out in the Offer and is payable in advance, monthly, plus VAT. The Provider ensures a monthly video bandwidth of 2.5 TB at no additional charge, unless a different bandwidth is expressly stated in the Agreement. Payment is due within 15 days of receipt of the invoice. The Provider is entitled to unilateral termination without notice in the event that the Client fails to settle the fee following a written notice with a 15-day deadline.
The initial maintenance period is 12 months, calculated from the commencement date of maintenance set out in the Agreement, unless a different initial period is expressly stated in the Agreement.
Automatic renewal: if neither Party delivers to the other Party a written notice of non-renewal at least 90 days before the expiry of the current contractual period, maintenance is automatically renewed for the following period of 12 months.
Inflation indexation upon renewal: upon each renewal, the monthly fee is increased by the annual inflation rate for the preceding calendar year (CPI), according to data from the Croatian Bureau of Statistics (CBS). The increase per individual renewal is capped at a maximum of 10% (unless a different cap is expressly stated in the Agreement); if the CPI is negative, the fee remains unchanged. The Provider shall notify the Client of the new fee no later than 30 days before the commencement of the renewed period. Maximum four consecutive automatic renewals, totalling no more than five years from the commencement of maintenance.
Either Party is entitled to unilateral termination of the maintenance service with a notice period of 3 months, without stating reasons, by written notice sent by registered post to the registered address of the other Party. In the event of termination by the Client, the Client is obliged to pay fees for services actually rendered until the end of the notice period, provided that the Provider has duly provided the agreed service.
For services not covered by the maintenance scope under Article III-1 (e.g. programming of new functionalities), the Provider shall, upon request, submit a separate written offer. The standard hourly rate for out-of-scope work is EUR 100/hour (exclusive of VAT), unless a different rate is expressly stated in the Agreement.
