The definitions of terms used within these General Terms and Conditions are as follows:

“Katalyst” refers to the entity Katalyst d.o.o., located at Nikole Šubića Zrinskog 30, Osijek, with a personal identification number (OIB) of 71511330258. This company is duly registered with the Commercial Court in Zagreb under the registration number (MBS) 03027792. The definition also encompasses any subsidiary office established by Katalyst.

“Client” pertains to any individual or legal entity that places orders for products offered by Katalyst and/or services developed by Katalyst. This individual or entity is responsible for settling invoices issued by Katalyst.

“Services” encompasses the range of products and/or services created by Katalyst, involving intellectual and conceptual solutions exclusively owned by Katalyst.

“Contract” signifies the agreement between Katalyst and the Client, wherein the Client requests and acquires Services at the specified Price outlined in the Offer and/or the Contract. Within these General Terms and Conditions, a written approval of the Offer by the Client also constitutes a Contract, as long as the Offer encapsulates all essential aspects of the Contract relating to the subject matter (Services) and Price.

“Offer” designates a form or any alternative document through which Katalyst outlines the nature of Services and their corresponding Prices. This is submitted to the Client for confirmation. In the context of these General Terms and Conditions, an email containing all critical components of the Contract concerning the subject matter (Services) and Price, dispatched by Katalyst to the Client, shall also hold the status of an Offer. Similarly, an email from Katalyst to the Client featuring an attached Contract proposal is considered an Offer.

“Price” refers to the amount designated for Services, as established in the Offer and/or the Contract. The Client procures and purchases Services from Katalyst at this specified amount. It's important to explicitly state that the Price does not encompass the Value Added Tax (VAT).

“Confidential information” embodies the provisions within these General Terms and Conditions and/or individual Contracts. Additionally, it includes all data and/or information associated with either or both contracting parties, their business associates, business activities, products, services, suppliers, clients, potential clients, provided by one contracting party to the other, be it prior to or following the acceptance of these General Terms and Conditions and/or the conclusion of the Contract. Such information might be disclosed by the contracting party, its representatives, or advisers.

“Force majeure” denotes an extraordinary event that was unforeseeable at the time of accepting the Offer and/or concluding the Contract. It's an event beyond the reasonable control of either party.

“Working day” signifies any day excluding Saturday and Sunday.

“Third parties” encompasses all natural or legal individuals except for the parties involved in the Contract and/or their authorized representatives.

Offer 

2.1. If in a prior written agreement, Katalyst commits to presenting the Offer to the Client for each project. The Offer's incorporation into the Contract is acknowledged.

2.2. The Client is responsible for ensuring that the Services detailed in the Offer align precisely with their requirements at the point of accepting the Offer and/or finalizing the Contract.

2.3. Once the Client accepts the Offer, they are obliged to promptly communicate their acceptance in writing to Katalyst, following the procedures outlined in Article 3 of these General Terms and Conditions. Upon receipt of this notification, the Contract is considered established, granting the contracting parties the authorization to formally progress with Contract signing within the subsequent 3 (three) Working days if deemed necessary.

2.4. Through acceptance of the Offer and/or conclusion of the Contract, the Client affirms having read and comprehended the provisions in these General Terms and Conditions, comprehending the legal implications of the relevant clauses. Furthermore, by embracing the Offer and/or finalizing the Contract, the Client explicitly confirms their consent to subject the Contract to the provisions outlined in these Terms and Conditions.

Notifications 

3.1. All notifications and other forms of communication related to rights and responsibilities arising from these General Terms and Conditions and/or the Contract, encompassing notifications specified in Article 10 of these General Terms and Conditions, must be in written format and transmitted through an email.

3.2. Successful delivery is considered accomplished at the instance when the dispatch is made to the registered e-mails: info@bizkatalyst.com and a personal email, which will be provided upon request and with an acknowledgment of receipt. The date indicated on the acknowledgment of receipt stands as the receipt date for the purpose of determining relevant deadlines in the event of successful delivery. In instances of unsuccessful delivery, to both e-mail addresses, another option of delivery has to be sought out, e.g. postal delivery with proof of delivery as well as acknowledgment of receipt from Katalyst d.o.o. representative.

Scope of Services 

4.1. Katalyst pledges to furnish the Client with Services as explicitly specified and defined in the Offer and/or Contract. The Services are intended for the precise and unambiguous purpose agreed upon between the contracting parties, and their application for alternative purposes is prohibited.

4.2. Within the context of the preceding section, the Client is not authorized to apply the Services beyond the explicitly agreed scope or manner established between the contracting parties.

4.3. To utilize or apply the Services beyond the agreed scope or in a different manner, the Client must secure prior written consent (via e-mail) from Katalyst. Failure to do so may result in liability for damages.

4.4. Throughout the Contract's duration, the Client must promptly adhere to Katalyst's stipulated requirements essential for efficient and proper Service execution. In cases where the contracting parties set deadlines for necessary actions, document submissions, or consents to ensure Service execution, both parties are obliged to fully comply with these deadlines. If the Client fails to meet these deadlines, Katalyst cannot be held responsible for potential Service execution delays.

4.5. Unless expressly agreed otherwise, the Client does not possess the right to access documents or codes. Such access is deemed an additional Service that Katalyst can provide and invoice separately.

4.6. To fulfill Contractual obligations, Katalyst has the discretion to engage its chosen business associates without necessitating consent or approval from the Client.

4.7. Katalyst holds the right to feature the Client's company name and/or logo in its references.

Payment Terms 

5.1. If the parties determine that the Client must make an advance payment, Katalyst is not obligated to initiate Service provision until the advance amount is fully settled by the Client and recorded in Katalyst's business account.

5.2. Katalyst commits to issuing an invoice to the Client for Services rendered, detailing the Price alongside the applicable VAT. Unless otherwise agreed, the payment due date for invoices issued by Katalyst is set at 2 weeks (fourteen days) starting from the invoice date.

Intellectual Property

6.1. Katalyst maintains its copyright over its own materials and/or content (including, but not limited to, textual, visual, and audio materials, presentations, databases, program data, etc.). It's explicitly emphasized that all conceptual and/or intellectual solutions crafted by Katalyst during Service provision and to fulfill Contractual obligations are also deemed Katalyst's copyright.

6.2. The exclusive right to manage content/material under its copyright remains with Katalyst, to be exercised at its discretion and as needed, including publishing said content/material on websites, participating in competitions, featuring the company logo and trademark, etc.

6.3. Unauthorized use of copyrighted content/material or any other form of Katalyst's intellectual property without explicit written consent is regarded as copyright infringement and a significant breach of these General Terms and Conditions and/or the Contract, subject to legal action.

6.4. Upon fulfilling Contractual obligations, especially concerning Service provision and Price payment, Katalyst's copyrights pertaining to the provided Services are transferred to the Client according to conditions outlined in the Contract.

6.5. If Services involve Third-party-owned materials or content that necessitate consent or a fee for usage, Katalyst commits to legalizing their use, with the Client's prior consent. If Katalyst incurs a fee to Third parties, the cost is transferred to the Client and billed separately.

6.6. The Client is accountable for the legality of using materials/content furnished to Katalyst.

CONFIDENTIALITY 

7.1. During the Contract's term and for 2 (two) years following termination, the Contracting parties commit to treating Confidential information meticulously and confidentially as follows:

7.1.1. Confidential information won't be disclosed or shared with Third parties without explicit written consent from the other party for each Third party.

7.1.2. Exceptions to the above provision may apply when disclosure is mandated by law to competent authorities or credit institutions based on valid claims. In such cases, the disclosing party must prioritize the other party's interests, disclosing information solely as required by authorities/institutions.

7.1.3. Confidential information is solely used for its disclosed purpose, not for personal or Third-party advantage.

7.1.4. Upon a well-founded claim from the information owner, the receiving party must return or destroy unrecoverable Confidential information within 3 (three) Working days.

7.1.5. Unauthorized access to Confidential information prompts immediate notification to the disclosing party, with action taken to mitigate damage.

7.2. The Contracting parties ensure their employees, representatives, and associates handle Confidential information appropriately as per this Article.

7.3. The Client confirms that intellectual solutions, ideas, materials, and documentation tied to the Services belong exclusively to Katalyst, and their use is restricted to provisions in these General Terms and Conditions and/or the Contract.

7.4. Unauthorized disclosure of Confidential information by the Client breaches confidentiality provisions, warranting a contractual penalty of 30,000.00 EUR (thirty thousand euros) per instance. Payment is due within 14 (fourteen) days of written claim submission by Katalyst.

Rights Transfer 

8.1 The Client cannot transfer or assign their rights defined in these General Terms and Conditions and/or the Contract to Third parties without Katalyst's written consent.

Liability 

9.1. Katalyst's liability, as per these General Terms and Conditions, extends to fulfilling obligations under these terms and the Contract.

9.2. Katalyst is not accountable for the legality of the Client’s business, its revenue, materials/contents provided by the Client, or delays due to Force majeure.

Termination of the Agreement

10.1. Termination of the Agreement requires written notice from the Client, aligning with the protocols in Article 3 of these General Terms and Conditions.

10.2. Upon Client-initiated Agreement termination, any unfinished work results become Katalyst's copyrighted property.

10.3. If, after fulfilling contractual obligations, the Client rejects the final conceptual solution, even when it aligns with their instructions and requests and Katalyst promptly delivered the Service, the Client agrees to pay the agreed Price.

10.4. Either party can terminate the Agreement if the other party fails to fulfill their obligations as per the Contract.

Force Majeure 

11.1. The parties are not responsible for failure or delay in meeting obligations outlined in these General Terms and Conditions and/or the Contract due to unforeseen, unavoidable, or uncontrollable circumstances arising after General Terms and Conditions acceptance and/or Contract conclusion (Force Majeure).

11.2. Upon realization of Force Majeure conditions, the affected party must promptly notify the other party in writing.

Jurisdiction and Applicable Law 

12.1. Disputes arising from these General Terms and Conditions and/or Contracts, encompassing validity, infringement, termination, and legal consequences, will be initially attempted to be resolved amicably. If unsuccessful, disputes will be settled in the competent court in Osijek.

12.2. Croatian law governs relations arising from these General Terms and Conditions and/or the Contract.

Protection of Personal Information 

13.1. Both parties to the Agreement shall safeguard personal data collected and processed for contract execution, explicitly confirming adherence to the General Data Protection Regulation (GDPR), the Data Protection Act, and other relevant laws.

13.2. The parties unanimously acknowledge the Client as the data controller and Katalyst as the data processor, based on these General Terms and Conditions and/or the Agreement, following GDPR guidelines.

13.3. If, as an exception, Katalyst becomes the data controller, this will be clearly stated in the Agreement, and Katalyst shall adhere to all data controller obligations outlined in these General Terms and Conditions.

13.4. In the event of contradictions between the Agreement and these General Terms and Conditions regarding personal data processing, the General Terms and Conditions shall prevail.

13.5. By entering the Agreement and thus accepting these General Terms and Conditions, the Client grants Katalyst permission to process personal data tied to fulfilling Katalyst's contractual obligations. Katalyst will maintain personal data confidentiality, using it solely for the contract's intended purpose.

13.6. It's explicitly stated that personal data processing will only persist while required for Agreement execution or until the specific data processing purpose is fulfilled.

13.7. Processed personal data includes:

Personal identification information (name, surname, identification number/unique person identification number,  address details (street, street number, city, postal code), contact details such as phone numbers (landline, mobile), email address. 

13.8. As the data controller, the Client must:

Provide lawful instructions to Katalyst, adhering to GDPR principles (lawful data processing, data minimization, accuracy, limited storage, integrity, confidentiality, and reliability), Ensure data subjects are informed about personal data collection and processing, including the data controller's identity, processing purpose, recipients, and other GDPR-required information, Address data subjects' requests for access, correction, deletion ("right to be forgotten"), processing limitation, data portability, and complaints, and other data subjects' rights as per GDPR, Cooperate with Katalyst in fulfilling GDPR obligations. 

13.9. In cases where Katalyst is the data processor, they must:

Process personal data based on documented, lawful instructions from the Client/data controller and solely for specified Agreement purposes, Ensure authorized personnel handling personal data maintain confidentiality and comply with confidentiality obligations, Implement necessary measures as detailed in Article 14.13, Article 14.14, and Article 14.15 of these General Terms and Conditions, Adhere to requirements for engaging another data processor, as outlined in Article 14.11 and Article 14.12 of these General Terms and Conditions, Assist the Client/data controller in meeting GDPR obligations, including data subject rights' fulfillment and breach management, considering the nature of the processing and information available to Katalyst, Immediately notify the Client/data controller of any personal data breach, taking measures to minimize negative consequences, Delete, anonymize, or return personal data upon the Agreement's completion, unless legal obligations demand data retention, in which case Katalyst will keep the data confidential and inactive. 

13.10. Katalyst is not permitted to engage another data processor without the Client/data controller's specific or general consent. In case of general consent, Katalyst must inform the Client/data controller about planned changes regarding data processors, allowing the Client/data controller to object.

13.11. If Katalyst involves another data processor for specific processing tasks on the Client/data controller's behalf, the same obligations in the Agreement and these General Terms and Conditions apply to the additional data processor, ensuring proper technical and organizational measures for GDPR compliance.

13.12. Considering the context, risk, and processing specifics, the Client/data controller and Katalyst/data processor must implement suitable technical and organizational measures for security commensurate with the risk, including:

Pseudonymization and encryption of personal data, Maintenance of processing systems' confidentiality, integrity, availability, and resilience, Timely data recovery in case of incidents, Regular testing, evaluation, and assessment of processing security measures. 

13.13. Risk factors include accidental or unlawful data destruction, loss, alteration, unauthorized disclosure, or access to transmitted, stored, or processed personal data.

13.14. Individuals authorized to handle personal data must not process it beyond Client/data controller instructions, unless Union or Member State law requires it.

13.15. Confidentiality, integrity, and availability of personal data must be maintained at all times.

13.16. Katalyst is not liable for the Client's actions violating data protection provisions.

13.17. If Katalyst is held responsible for data protection breaches due to Client actions, the Client must compensate Katalyst for damages incurred within 15 days of receiving a written request.

Amendments to General Terms and Conditions 

14.1. Katalyst reserves the right to amend these General Terms and Conditions at any time and without prior notice.

14.2. Katalyst shall publish all the amendments to these General Terms and Conditions on its official website in accordance with the valid regulations, and they shall come into effect on the day indicated in such amendments as the day of their implementation.

14.3. In the event of amendments to these General Terms and Conditions, Katalyst shall commit to notifying the Client in writing or by email.

14.4. The Client's complete agreement with the mentioned amendments to the General Terms and Conditions shall be assumed, unless Katalyst receives written notice of the Client's disagreement within 15 (fifteen) days from the day when the amendments were published, as per the provision of Article 15.2. of these General Terms and Conditions.

14.5. In the case of amendments to these General Terms and Conditions, the new version of General Terms and Conditions entirely supersedes all previous versions.

Final provisions 

15.1. If a Contract is concluded with the Client, these General terms and conditions constitute an integral part of the Contract.

15.2. By entering into a Contract and subsequently accepting the General terms and conditions, the Client acknowledges acceptance of the General terms and conditions of all platforms used by Katalyst to properly execute the Contract.

15.3. These General terms and conditions are prepared in both Croatian and English. If any discrepancies arise in the application and interpretation of the provisions within these General terms and conditions and/or the Contract, the English text of the General terms and conditions shall prevail.

15.4. These General terms and conditions shall become effective and applicable as of the 22.08.2023.