Visitor

General Terms and Conditions of Business

These General Terms and Conditions (“GTC”) govern the contractual relationship between AXIANS CROATIA Ltd. (the “Provider”) and the Customers (hereinafter, the “Customer”). By ﬁlling out the login screen to register and order a user account on the Provider’s website, the Customer confirms to have read and accepts the provisions of these GTC and related documents. The Provider reserves the right to make subsequent changes or additions to the GTC, which shall become part of the contract unless the Customer objects within 14 days of becoming aware of them. The current version of the GTC will be published on the Provider’s website (https://visitor4.com).

1. Subject matter of the Contract

1.1. With the Provider (hereinafter, “Provider”) software, the Provider primarily provides Software as a Service (“SaaS”) services to its Customers via the Internet in the area of business software solutions or further services in various areas (hereinafter collectively referred to as the “Services”). For the scope and conditions of these services, please refer to the current service description as transmitted to the Customer or published on the Provider’s website.

2. Software provision

2.1. For the duration of this Contract, the Provider shall make the current version of the Provider software available to the Customer for use via the Internet in return for payment. For this purpose, the Provider stores the software that can be accessed by the Customer via the Internet.

2.2. The Provider continuously develops the software and improves it through regular updates and upgrades. The current range of functions can be found in the service description on the Provider’s website.

2.3. The Provider continuously monitors the functionality of the Software and eliminates software errors to the extent that this is technically possible.

3. Rights of use of the software

3.1. The Provider grants the Customer the non-exclusive and non-transferable right to use the Provider software as intended for the duration of the Contract as part of the respective scope of services.

3.2. The Customer is not permitted to copy, reassembly, reengineer or edit the software, unless this is expressly permitted in the current service description on the Website or has been approved in writing by the Provider.

3.3. The Customer is not entitled to make this software available to unauthorized third parties for use, either for a fee or free of charge. The Customer is expressly prohibited from making the software available to third parties in any form, unless this is expressly permitted in the current service description on the Website or has been approved in writing by the Provider.

3.4. The Customer undertakes to structure any contractual relationships with third parties in such a way as to effectively prevent any unlawful use of the software by third parties.

4. Subcontractors

4.1. The Provider may hire subcontractors/third parties for the development and fulﬁllment of the service. In the case of authorized subcontracting, the Provider shall be responsible for the careful instruction of the subcontractors.

4.2. The warranty and liability for subcontractors/third parties are excluded as far as legally permissible according to Section 14.

5. Support

5.1. The Provider will answer Customer inquiries (by email) regarding the Provider software and other services of the Provider within the business hours published on the Provider’s website, by telephone or in writing as soon as possible after receipt of the inquiry.

6. Impairment of accessibility

6.1. Adjustments, changes and additions to the Provider’s SaaS services that are the subject matter of the Contract, as well as measures taken to identify and remedy malfunctions, shall only lead to a temporary interruption or impairment of accessibility if this is necessary for technical reasons.

6.2. The basic functions and the maintenance of the Provider software are monitored on a regular basis. In the event of serious errors (i.e., it is no longer possible to use the Provider software or its use is signiﬁcantly restricted), maintenance is usually carried out as soon as possible. The Provider will inform the Customer about the maintenance work in a timely manner and will perform this work as soon as possible. The Provider shall endeavor to ensure the maximum possible availability of the Provider software.

7. Obligations of the Customer

7.1. The Customer is obliged to use the SaaS services exclusively for the purpose speciﬁed in the Contract. The Customer bears sole responsibility for the content that it and the users it sets up create, transmit or use when using the SaaS services. The Customer is responsible for the necessary system requirements (in particular hardware and software) for the use of the Provider software. The Customer solely is responsible for the input and maintenance of its data and information necessary for the use of the SaaS services - without prejudice to the Provider’s obligation to back up data.

7.2. The Customer is obliged to take appropriate precautions to prevent unauthorized third-party access to the software. Access to the Software needs to be done in a careful way keeping password, ID etc. confidential and not transferring it to an unauthorized third party. In case of lost of the access credentials, the Customer must inform the Provider as soon as possible.

7.3. The Customer shall take all necessary measures, in its reasonable discretion, to maintain or improve the security of the data, the software and the network connections.

7.4. The Customer is obliged to always (daily) keep the data in its Provider account up to date, especially the stored personal data such as residential and registered ofﬁce addresses, email address for notiﬁcations and invoice delivery, as well as telephone number(s).

7.5. After termination of the contractual relationship the Provider is obliged to irrevocably delete all data one month after termination of the Contract.

7.6. If the Customer violates any obligations under these GTC or other contractual provisions, the Provider is authorized to temporarily or permanently restrict or block the Provider account, thereby blocking access to all services of the Provider.

8. Fee

8.1. The Customer agrees to pay to the Provider the fee plus VAT agreed for the services ordered in accordance with its subscription / corresponding service description.

8.2. Fees are listed on the Visitor4 website.

8.3. Special offers are listed on the Visitor4website.

8.4. The Provider shall send the Customer an invoice for the contractually owed fee to the email address stored with the billing address.

8.5. The Provider is entitled to adjust the fees and/or service content at any time by notifying the Customer in writing. Reasons for such service changes may include the technical progress and the ongoing development of the software. If the Customer does not wish to continue the Contract at the changed rates and if the changes represent a deterioration of the conditions from the Customer’s point of view, the Customer shall be entitled to extraordinary termination with a notice period of 30 days to the date of the change.

8.6. In the event of a delay in payment, the Provider is entitled to temporarily block the Provider account, thereby blocking access to all services of the Provider. In this case, the agreed fee shall remain fully payable, even during the time that the account is blocked. Access will be reactivated after the outstanding invoices have been paid. Section 9.5 remains reserved.

9. Warranty / Liability

9.1. The Provider warrants the functionality and operational readiness of the SaaS services in accordance with the provisions of these GTC

9.2. The Customer undertakes to indemnify the Provider against all third-party claims based on the data stored by the Customer and to reimburse the Provider for all costs incurred by the Provider due to possible infringements of rights.

9.3. Subject to enforceable law the Provider excludes any liability towards the Customer (or any third party), in particular for the fulﬁllment of its contractual and non-contractual obligations, as well as for the loss of data (including due to negligence), loss of revenue . This exclusion of liability also applies to any damage caused directly or indirectly by the use of the Provider software.

9.4. If the Provider has engaged auxiliary persons to fulﬁll its contractual obligations, the Provider is responsible to carefully instruct the auxiliary persons. In all other respects, warranty and liability are excluded to the fullest extent permitted by law. This exclusion of warranty and liability applies in particular to intent and gross negligence.

9.5. Subject to enforceable law the warranty for the functional and operational readiness as well as liability with regard to software and third-party services (in particular add-ons, consulting services and banking interfaces) is fully excluded.

10. Duration of the Contract

10.1. The agreement starts with the Customer’s registration or with contract sign-up.

10.2. The agreement is concluded for an unlimited period of time.

10.3. The parties are entitled to terminate the agreement by giving a one month written notice.

10.4. The parties are free to terminate the Contract immediately for good cause. A good cause for the Provider’s immediate termination of this Contract is in particular,

if the Customer becomes bankrupt or the bankruptcy proceedings have been discontinued due to lack of assets
if the Customer is in arrears with payment obligations under this contractual relationship in the amount of at least one month’s fees and has been reminded without result after the granting of a grace period of two weeks
if the Customer culpably violates legal regulations or infringes copyrights, industrial property rights or name rights of third parties when using the contracted services
if the Customer seriously violates obligations under these GTC or other contractual provisions
if the Customer uses the provided services for the purpose of promoting criminal, unlawful and ethically questionable actions

11. Notices

11.1. Unless a stricter form is provided in this Contract or by law, all notices must be sent by email to the other Party’s to the address as communicated by each Party.

11.2. These GTC can be adapted anytime according to the first paragraph of these GTC. The Customer will be informed accordingly.

12. Data protection

12.1. When accepting these GTC, the Customer simultaneously declares its consent to the Provider’s Privacy Policy (Annex 1) and the Provider’s Order Processing Contract (Annex 2), each in their currently valid versions, which are permanently posted on the Provider’s website. The Customer declares that it is familiar with the content of these documents.

13. Intellectual property rights

13.1. All intellectual property rights to the Provider’s SaaS services, in particular to the Provider software and the Website, shall remain the property of the Provider.

14. Conﬁdentiality obligation

14.1. The Provider undertakes to maintain secrecy about all conﬁdential processes, in particular the Customer’s business or trade secrets of which it becomes aware in the course of the preparation, execution and fulﬁllment of this Contract, and undertakes not to disclose this information to outside third parties without the Customer’s authorization. This applies to any unauthorized third parties, unless the disclosure of information is necessary for the proper fulﬁllment of the Provider’s contractual obligations.

14.2. The Customer authorizes the Provider to mention the Customer’s name publicly as a reference and to use general information about the agreed contract in an appropriate manner for marketing, public relations and sales purposes. However, the Provider will contact the Customer prior to publication, and the Customer may revoke its consent only for good cause.

15. Severability clause

15.1. Should individual provisions of this Contract be or become invalid or void, this shall not affect the validity of the remaining provisions. In this case, the invalid or void provision shall be replaced by a new, legally permissible provision which comes closest to the economic meaning and effect of the invalid or void provision. The same procedure shall be followed if a gap in the Contract becomes apparent.

16. Applicable law and place of jurisdiction

16.1. This Agreement, including all matters relating to its formation and validity, shall be governed by and construed in accordance with the laws of Croatia, without giving effect to the principles of conﬂict of laws and international agreements.

16.2. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Contract and the subject matter contained therein, including matters relating to the formation, validity, invalidity, binding nature, implementation, modiﬁcation or amendment, breach or termination of this Contract, shall be at the registered ofﬁce of the Provider.

17. Precedence

17.1. In the event of any inconsistency between the Croatian version of these GTC and its Annexes and a version in another language, the Croatian version shall prevail.

February 2024.

AXIANS CROATIA d.o.o.

Borongajska cesta 81A

10000 Zagreb

Hrvatska