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General Terms and Conditions

Subject Matter of the General Terms and Conditions
  1. These General Terms and Conditions (hereinafter referred to as the "General Terms and Conditions") govern the relations between the company Barrage LLC from Osijek, Zagrebačka 1, OIB (personal identification number: 63896222880, MBS (business registration number): 030170826 (hereinafter referred to as "Barrage") and clients wishing to establish a certain form of business cooperation with Barrage (hereinafter referred to individually as "Client" and in plural as "Clients").
  2. Provisions for individual contracts concluded between Barrage and the Clients apply to the relationship between them as contracting parties. In the case of concluding a contract in a form that does not involve a written form signed by both parties, the contract will be considered concluded between Barrage and the Client when the parties reach an agreement on its essential components. The essential components of the contract are subject matter and price. Consequently, the word "contract" will cover all contracts between the contracting parties, regardless of their form.
  3. These General Terms and Conditions supplement a contract and are binding as contractual provisions. The relevant regulations of the Republic of Croatia shall apply to all mutual relations between Barrage and the Client that are not regulated by these General Terms and Conditions or the provisions of special terms and conditions.
  4. If special terms of sale have been agreed upon in the contract with the Client, contrary to the provisions of these General Terms, they will take precedence over these General Terms, and the General Terms will apply to the extent in which the relationship is not regulated by those special terms.
  5. These General Terms and Conditions apply to all the deliveries of products and services that Barrage delivers to Clients. By signing the contract with the Clients, or if no written contract has been concluded, fulfilling the obligations (payment), accepting the delivery, the Client accepts the conditions of use of services and delivered products by Barrage, which are determined by these General Terms. Terms of Supply of Services or products by Barrage that are contrary to these General Terms and Conditions do not apply, unless Barrage expressly agrees, in writing, to their application.
  6. These General Terms and Conditions apply from October 1, 2020, and will be publicly available on the Barrage website (www.barrage.net), along with any updated version of these General Terms and Conditions.
Glossary

All terms in these General Terms and Conditions expressed in the singular include the plural and vice versa.

All terms in these General Terms and Conditions expressed in the masculine gender include other genders and are mutually applicable in other cases.

Conclusion of the contract
  1. Business cooperation begins with negotiations between Clients and Barrage.
  2. The offers made by Barrage to the Clients are in principle variable and do not bind Barrage, unless the offer states that it is binding. The prices stated in the offer are valid only for the services that are the subject of the offer and in the time frame within 30 days from the date of the offer when it is binding, unless Barrage extends this period in writing, including in electronic form.
  3. The contract is concluded with the signature of the contracting parties, whereby a handwritten signature is considered to be a valid signature form, or any other way of signing that is determined to be the most appropriate in a particular situation, including advanced electronic signature, digitalized signature or signature submitted electronically via scanned document from the e-mail addresses of the Client and/or Barrage.
  4. The contract is legally binding, and only to the agreed extent, only if it is signed by the legal representative of Barrage, or a person authorized by him in writing.
Data protection
  1. When concluding the contract, Barrage collects data on the Client, which include, among other things, Client’s name and surname/company, personal identification number, address of residence/headquarters, business registration number and other necessary data for the execution of the contract.
  2. Both parties are obliged to make available only those personal data that are necessary for the fulfilment of the contract/order and not to collect other data or use the collected data for other purposes.
  3. The Client is obliged to inform Barrage in an appropriate manner about any change in personal or business data immediately, and no later than within fifteen (15) days from the occurrence of the change. If, due to the failure to report the change to Barrage, it is not possible to deliver letters or invoices to the Client, the delivery will be deemed to have been validly made on the basis of existing data and will not be disputed by the Client.
  4. By concluding the contract, the Client is obliged not to use the stated data for any other purpose, except for the purposes of their mutual business relationship and the fulfilment of their obligations arising from the conclusion of the contract.
  5. During the duration of contractual relations of any kind and after their termination, starting from negotiations to their end (in case of unsuccessful negotiations) the Client is obliged not to make available to third parties any information on the content of the agreements from mutual contractual relations or any other internal information or data about Barrage with which they would be acquainted on the basis of cooperation/negotiations (confidential data), for an unlimited duration of time.
  6. A Client who has unauthorisedly made available information that is considered confidential shall be liable to Barrage for the damage suffered.
  7. It is prohibited and violates these General Terms and Conditions to publish and transmit the content of data that is inaccurate, incomplete, offensive or misleading or in any other way may damage the reputation of Barrage.
The scope of services offered by Barrage
  1. The primary services offered by Barrage to Clients, which are covered by the subject of these General Terms and Conditions, are:
  2. As part of its primary services, Barrage provides, but not limited to, the following services:
    1. development of information system architecture,
    2. development of applications and software solutions in the web environment,
    3. support and maintenance of applications and software solutions in the web environment,
    4. 24/7 support for applications and software solutions in a network environment, and in case of escalation due to emergencies,
    5. support and maintenance of background systems and services,
    6. database development, optimization and maintenance,
    7. support and maintenance of access parts of applications and software solutions in the web environment,
  3. In addition to these services, Barrage can provide the Client with web design, user interface design, user experience design, product design, branding and identity design, marketing research, strategic planning and services designed according to the Client's needs.
  4. In addition to providing services, Barrage may sell products, regardless of whether it is the manufacturer of these products or it has a trading role.
Obligations of Barrage
  1. Barrage's obligations are validly incurred by concluding a contract with the Client.
  2. Barrage is obliged to provide the Client with the contracted service and/or deliver the product within the contracted period, according to the standard price list of Barrage's services. When such a deadline is not agreed upon, the service will be provided and/or the product will be delivered within the usual deadline. In performing all services and/or selling the products, Barrage guarantees that they will be provided (and/or the product delivered) in accordance with the rules of the profession by qualified employees and with due professional care that can normally be expected when performing services and/or selling goods of the same kind.
  3. Barrage will complete and deliver the product/service to the Client for the agreed price. Barrage is not responsible for the continuous maintenance and development, unless otherwise specified by special provisions of the contract or a separate contract with the Client.
  4. Unless otherwise agreed, Barrage will exercise its usual supervision over the services delivered or their continuity of delivery during business hours.
  5. In the event that the Client reports an emergency, Barrage will respond to such a report within 18 hours of receiving the report.
  6. According to these General Terms and Conditions, Barrage employees are not obliged to resolve any emergency caused by third party interventions and are not responsible for delays in deliveries of any kind during the resolution of such problems. Employees are obliged to inform the office/employees of third parties who may have caused the emergency as well as the Client, about the problem that causes the emergency.
Obligations of the Client
  1. The Client is obliged to make available one (1) contact person with whom Barrage will communicate the state of contractual relations with Barrage and the execution of obligations and rights towards relations with Barrage.
  2. In ordering Barrage's services/products, the Client is obliged to specify all the details of his requests, provide all data and information related to such orders, otherwise no delay in deliveries can be invoked.
  3. In the event of an emergency, the Client is obliged to communicate them without delay and refer them to Barrage with complete information about the event and the consequences that are manifested in correlation with these events.
  4. The Client is obliged to confirm deliveries without delay, and to inspect the delivered service/product without delay. Otherwise, it will be tacitly considered that Barrage has delivered the service/product in full and in the manner requested by the Client.
Prices of services
  1. Barrage determines the price of its work according to the time spent, the type and complexity of services performed, and the price of materials used. When concluding the contract, the contracting parties may agree on a price that will be valid only for an individual order, and if there is no such special agreement, the prices will be determined according to Barrage’s valid standard price list.
  2. All prices, unless otherwise stated, are expressed in net amount in HRK and without VAT, i.e. other public duties, and are calculated in HRK equivalent at the middle exchange rate of the Croatian National Bank on the day of issuing the invoice.
  3. The prices for the services stated in the offers are binding on Barrage within the period stated in the offer, and if such a period is not specified, then they are binding within 15 days from the issuance of the offer. In case of changes in the price for work, materials, or other dependent costs and benefits, Barrage has the right to change its standard price list and will notify the Client at least 30 days before the application of the new price list.
  4. Services provided by Barrage at the Client's request, which exceed the originally agreed scope of services, will be calculated based on the standard price list of services applicable at the time of execution of the later ordered service or at a specially agreed price with each Client.
  5. Services are provided within Barrage’s normal business hours (Mon-Fri, 09:00 a.m. to 05:00 p.m.). If, exceptionally and at the Client's request, the service is provided outside normal business hours, the additional costs will be calculated according to Barrage’s standard price list or according to a special contract that will regulate such service provision.
  6. Travel, daily allowance and overnight expenses related to the provision of Barrage’s services to the Client will be charged separately. The exact arrangement will be defined in the contract with the Client, and in principle the usual rules apply in accordance with international business practice and the rules prescribed by the regulations of the Republic of Croatia as the seat of Barrage. The time spent on the way to the place of performance of services will be calculated according to the half price in accordance with the valid standard price list.
Deadlines and right of derogation
  1. Barrage will make every effort to make all deliveries within the agreed deadlines for the execution of services/delivery of goods.
  2. As a goal, the set deadlines can be met only if the Client completes all the necessary work, submits the documentation, confirms the obtained functional specifications and fully fulfils their obligation to cooperate. Unless otherwise specified in the contract, the delivery period cannot begin to run before the payment has been made by the Client.
  3. Barrage is not responsible for delays in delivery and price increases that occur due to incorrect, incomplete or subsequently changed data and information, orders and/or requests, as well as documentation submitted by the Client. Additional costs that would occur due to the above circumstances will be borne entirely by the Client.
  4. If the agreed delivery time is exceeded only due to Barrage's fault, the Client has the right to withdraw from the order within a reasonable time, but with at least a 14-day extension, with a registered letter if the agreed service is not performed within its extended period. Derogation from already performed partial deliveries and services is excluded.
  5. If delivery or service becomes impossible due to circumstances that could not have been foreseen at the time of concluding the contract, Barrage has the right to withdraw from the contract, with prior notice to the Client within 5 working days of such circumstance.
Payment
  1. Barrage will calculate the fee for services rendered in accordance with the offer or contract concluded between the contracting parties. If Barrage provides continuous software maintenance services, it will issue an invoice for the services once a month, unless otherwise agreed in a special contract.
  2. If Barrage provides continuous hardware maintenance services (and software that manages or monitors the operation of such hardware), the service invoice will be issued as an advance payment invoice at the beginning of the month prior to the start of the maintenance service for that month.
  3. Unless otherwise agreed, the Client is obliged to pay invoices issued by Barrage, including value added tax, but without any deduction or reduction of costs, no later than fourteen (14) days from receipt of the invoice.
  4. Adherence to the agreed payment deadlines is an important condition (essential constituent) for the implementation of the delivery by Barrage, i.e. the execution of the contract. Due to non-compliance with the agreed deadlines and method of payment, Barrage is authorized to stop the current works and withdraw from the contract until the payment of funds has been made; or finally withdraw from the contract within five (5) days after the written warning to the Client. In these cases, the Client will bear all costs associated with such derogation, but also the lost profit that Barrage would have made if the contract had been performed in full.
  5. If the Client is late with the payment, contractual default interest in the amount of legal default interest shall be charged.
  6. If the Client does not comply with the terms of payment or Barrage is aware of circumstances that result in (or will be) a serious threat to the Client's ability to pay, Barrage may demand payment in advance for outstanding deliveries and is not obliged to make further deliveries.
  7. Payments are made only by direct payment to business accounts owned by Barrage and displayed on the issued financial acts (invoices, pro forma invoices, calls for payments, offers, etc.). If there are more than one outstanding receivables from the Client, the Client's payments settle the oldest receivable each time. Eventual costs are always settled first, then interest and finally the main receivable.
  8. The Client may compensate the liabilities to Barrage only with due receivables from Barrage for which Barrage issues a written consent.
Warranty period and defects
  1. Barrage will rectify, free of charge, defects in its domain that occur within the warranty period of six (6) months from the start of use of the product.
  2. Liability applies only to repetitive errors that are important to the proper operation of the product and that are reported in writing within three (3) days after they occur. In the event of a justified request, the defects will be remedied within a reasonable time, whereby the Client will enable Barrage to implement all measures necessary to identify and eliminate the defects.
  3. If the Client erroneously and without proper factual substrate and documentation claims that there are defects or errors and if it causes additional costs to Barrage, those costs will be calculated separately and as such shown in a special invoice that Barrage will issue to the Client in analysing such alleged defects or errors.
  4. Barrage will provide consulting, assistance, elimination of errors and malfunctions for which the Client is responsible, as well as other changes and additions for an appropriate fee. This also applies to the elimination of errors if the Client himself or a third party has made changes to the program, items on which services, additions or other interventions have been performed. In the event of such interventions performed by the Client himself or a third party, Barrage's further liability for the operation of the product is completely excluded.
  5. If the subject of the order is a change or amendment of already existing products, services or objects on which the services were performed, the responsibility then refers exclusively to the change or amendment. In such cases, the liability for the basic product, service or object on which the services were performed, which are the subject of changes or additions, cannot be constituted in any case.
  6. The Client must take care at his own risk to provide the product and data related to the product that is subject to change or amendment.
  7. The existence of defects does not release the Client from his obligation to pay for the services rendered/goods sold.
  8. Barrage warrants that the supplied hardware and software do not contain any data copying equipment, programmed code lock and other restrictions on use, and that they are free of third party rights.
  9. As a rule, the delivery will always contain documentation on the delivered products in the Croatian language, and when it is appropriate to the individual situation, the documentation will be prepared in English as commonly used in international business practice.
Liability
  1. As part of the legal regulations, Barrage will be liable for damages if the Client proves that Barrage caused the damage intentionally or due to gross negligence. Barrage is not exclusively liable for direct damage up to the amount paid by the Client to Barrage for the delivered services/products.
  2. Barrage shall in no case be liable for the loss of data if the Client has not taken care of the appropriate data security and backup, and has not requested otherwise from Barrage in the service specification.
  3. The Client is obliged to notify Barrage of any claims for damages within one month from the day of finding out about the damages, otherwise the Client loses the right to demand them. Claims for damages, which the Client did not notify Barrage within one month from the day they became known to the Client, are considered obsolete.
  4. The provisions on liability claims do not apply if their application is excluded by the contract.
  5. If the service is performed according to the explicit instructions of the Client, the Client is solely responsible for the violation of the protected rights of the third party and is obliged to compensate Barrage if it is called upon to pay for certain damage.
  6. Barrage is not responsible for the adequacy of a particular service/product in terms of their adequacy to the intentions and business purposes for which the Client procures them. Business outcomes are uncertain and Barrage assumes no responsibility for the Client's business ventures.
  1. The developed application or software solution and the entire programming process, documentation related to the same, source code and all its modifications, and all other procedures performed by Barrage when performing services for the Client, including graphic and web design, are the copyright works of Barrage, exclusive property of Barrage and it claims all the rights it has as an author, in accordance with the provisions of the Croatian Law on Copyright and Related Rights (Zakon o autorskom pravu i srodnim pravima) or EU regulations on copyright and other related rights.
  2. Certain data and materials such as appropriate texts, databases, photographs, animations, logos, trademarks, the brand and other contents of the website that are not the product of Barrage's engagement belong to the Client if the owner of the above.
  3. After the termination of the contractual relationship, the website or the final product of the Barrage service remains the property of the Client, while everything else, especially the source code with all modifications, the entire programming process and the program remain the exclusive property of Barrage.
  4. Upon termination of the contractual relationship with Barrage, the Client also loses the right to use what is considered the intellectual property of Barrage in these General Terms and Conditions.
  5. The client is liable to Barrage for all possible damages that occur or could occur due to possible infringements of intellectual property rights, in accordance with the general rules of mandatory law.
  6. The Client has no right to use the documents made available by Barrage (e.g. drawings, project substrates) as well as the software for purposes other than those stipulated in the contract.
  7. In the event that the product or service, which is the subject of delivery, is protected by some form of intellectual property rights, Barrage is obliged to provide the Client with the level of intellectual property rights necessary for the use of the product or service by the Client.
  8. Intellectual property rights may be regulated differently by a separate contract for an appropriate fee.
Termination of the contractual relationship
  1. The contract concluded between Barrage and the Client may end before the expiration of the time for which it was concluded, due to termination, for the following reasons:
    1. if there are significant changes in the circumstances that existed at the time of concluding the contract, due to which the purpose of the contract cannot be achieved,
    2. if one of the contracting parties ceases to exist as a legal entity,
    3. if the Client does not fulfil any of the obligations from the contract,
    4. if the Client violates the obligation to keep data from these General Terms and Conditions,
    5. if the Client grossly damages the business reputation of Barrage with his statement or behavior,
    6. if it follows from the Client's conduct that he will not fulfil his contractual obligation or he states explicitly that he will not fulfil his contractual obligation,
    7. if one of the contracting parties becomes insolvent and a pre-bankruptcy settlement procedure, bankruptcy procedure or liquidation procedure is initiated against it;
  2. Barrage has the right to unilaterally terminate the contractual relationship if the Client violates his obligations, the provisions of these General Terms and Conditions or Brrage’s Special Conditions of Sale, and does not eliminate these violations within a reasonable time.
  3. If the termination of the contract is the fault of the Client, Barrage is entitled to compensation under the general rules of contract law.
  4. The Client has the right to a partial termination of the contract in the event that the impossibility of fulfilling the contract lies only in part of the delivery.
  5. In the event of cancellation of Barrage's continuous services, the contracting parties shall agree on a notice period of 3 months in which period both contracting parties are obliged to fulfil the obligations under this contract. The contracting parties may terminate the contract only in writing.
  6. In case of initiating bankruptcy or liquidation proceedings against one contracting party, the bankruptcy trustee or liquidator is obliged to notify the other contracting party of initiating bankruptcy or liquidation proceedings, in writing, within 30 (thirty) days from the date of initiating these proceedings. In that case, the contract shall be deemed terminated on the day of initiating bankruptcy or liquidation proceedings, and the contracting party against which one of these proceedings has been initiated shall reimburse all claims to the other contracting party.
  7. Both parties are obliged not to transfer, delegate or give over the contract, in part or in full, to a third party without the prior written consent of the other party. However, Barrage is authorized, subject to prior written notice, and without the consent of the Client, to transfer or delegate this agreement (in part or in full) to a third party in the context of a change of ownership structure, restructuring of any kind, mergers, acquisitions, divisions, sales or sales of all or part of its assets or other similar transactions between Barrage and a third party considered to be Barrage's legal successor.
Final provisions
  1. If certain provisions of these General Terms and Conditions are invalid, this does not affect their general legal validity. In that case, Barrage will publish the new General Terms and Conditions in the part in which they have been invalid so far, with amended provisions.
  2. Disputes arising from these relations are subject to the jurisdiction of the relevant court of the Republic of Croatia in Osijek. Unless otherwise agreed, only the rules of Croatian law of obligations applicable to contracts in this type of contractual relationship apply between the contracting parties, even if the order is executed abroad.
  3. The rules of private international law on conflicts of law in the case of international and cross-border relations are explicitly excluded.
  4. In the case of contracts which, in addition to Croatian, are drawn up in another language, only the Croatian text of the contract shall be used for the interpretation of the contractual provisions.
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