General terms and conditions

1 General provisions and definitions
1.1 General terms and conditions for NEVRON Products define relationship between the parties regarding NEVRON Products (hereinafter referred to as: Conditions).
1.2 In these Conditions the following terms shall have the following meaning:
  • Vendor”means the company Nevron d.o.o., Kidričeva cesta 56, 4220 Škofja Loka, Republic of Slovenia, VAT ID No. SI51519658, represented by Rok Kokalj, CEO.

  • Product” means any Vendor’s Product, including hardware, software, services, content, packages, solutions, platform, modules and extensions, developed or provided by Vendor, and specified in each individual contractual relationship between the Vendor and the Client.

  • Client” means any company or other legal entity who purchases Product from Vendor or Vendor’s representative.

  • User” means the person who uses Product, and such usage has been enabled by Client.

  • Contract” means contractual relationship between Vendor and Client in a form of a contract, agreement or any other contractual transaction, such as, for example, but not exclusively, purchase order acceptance by the Vendor or offer acceptance by the Client.

  • “Content” means any form of information (audio, video, graphical, textual and any other kind), web or other feeds of any kind and applications provided to be presented through Products.

  • Software” means any Vendor’s software components or other software components provided by the Vendor.

  • Hardware” means any Vendor’s hardware components or other hardware components provided by the Vendor.

  • License” shall relate to Software.

  • Delivery NW SW lifetime licences” means timely unlimited licences for a limited number of users and/or devices (5, unless expressly agreed otherwise) granted and activated upon the delivery of Product for testing and evaluation purposes before on-site implementation.

  • Temporary NW SW lifetime licences” means timely limited licences for the number of users and/or devices defined in the Contract, granted and activated 3 days before the implementation date under the Project Launch, and valid for a maximum of 2 months. After 2 months, the validity of the Temporary Licences may be extended, subject to Client’s order any payment of Project Launch.

  • Permanent NW SW lifetime licences” means timely unlimited licences for all the users and/or devices defined in the Contract, granted and activated upon the signing of the Acceptance Test or upon Client’s written statement to the same effect, i.e. that the Product has been put to use, provided that all financial and other Client’s obligations towards Vendor have been settled in full.

  • Project” means Client’s project in the field of IT of which the Product supplied by Vendor is an integral part.

  • Project Launch” means the Vendor’s service as defined in the Pricing Policy. Project Launch shall only be implemented by Vendor on the condition that:
    • Client has informed Vendor of the desired date of the implementation of the Project Launch at least 10 days in advance
    • Client has sent to Vendor the names and contact details of Client’s contact persons before the desired date of the implementation of the Project Launch
    • Client has given Vendor remote access to the Software at least 5 days prior to the desired date of the implementation of the Project Launch.

  • Pricing policy” means Vendor's current pricing policy, which may be amended from time to time.

  • Acceptance test” means a written form set-up by Vendor and filled-in, signed and stamped, as appropriate, by Client, certifying that the Project Launch has been fully implemented.

  • SLA” means the maintenance and technical support services defined in Vendor’s document Service Level Agreement. Those services may only be requested by Client and rendered by Vendor after validated Acceptance Test has been received by Vendor.

  • Services” means any custom development of software components or content, system implementation, system maintenance, technical support, consulting and training for Users and all other similar activities, performed by Vendor.

  • Territory” means a geographical area defined in each individual Contract.

  • Confidential information” means all information acquired from any source by the Client whether designated confidential or not, relating the Vendor, its projects, business, finances, dealings, transactions and affaires and all designs, drawings, plans, ideas, working papers, patents, documents, data, copies, methods, processes, techniques, operating procedures, technology and know-how of any description relating to the Vendor or its business.
1.2 In these Conditions the singular form includes plural and vice versa and references to gender include references to all genders.
2 Application of Conditions

2.1 Contract between Vendor and the Client, whether verbal or in writing, unless otherwise agreed in writing, shall be subject to these Conditions. The content of the Client’s purchase order and/or the Client’s offer acceptance shall form an integral part of the Contract. In case of discrepancies, the contents of the Client’s purchase order and/or the Client’s offer acceptance shall prevail. The Client’s purchase order and/or the Client’s offer acceptance, the Contract and these Conditions shall constitute the whole agreement between Vendor and Client.

 

2.2 In case of any conflict between the provisions of these Conditions and the provisions of the Contract, the Contract shall prevail.

 

2.3 Each purchase order submitted by Client shall be deemed to be an acceptance of the offer by Client to purchase the Product.

 

2.4 Any quotation or offer given by Vendor shall be deemed to be withdrawn unless the Client submits a purchase order on the basis of that quotation or offer within 30 days from the date on which it is given, unless a different period for submission of purchase order by the Client has been expressly specified on the quotation or offer.

 

2.5 Any Product representations made by Vendor’s employees or agents are not binding upon Vendor, unless confirmed in writing by Vendor.

3 Delivery

3.1 Unless otherwise agreed in the Contract, all prices are given by Vendor for delivery of the Product on an ex works basis (EXW) in accordance with Incoterms 2010. Client undertakes to pay the Vendor’s charges for transport, packaging and insurance for transport. Unless expressly agreed otherwise in writing, the assembly and/or installation of the Product components at the Client’s location or at a location designated by Client shall not be included in the Product price and shall be charged separately, as per the Pricing Policy.

 

3.2 The delivery date set forth in the Contract shall not be understood and construed as essential part of the Contract, unless otherwise explicitly agreed in writing. If the delivery dates have not been specified, the Vendor shall deliver the Product within a reasonable timeframe.

 

3.3 Notwithstanding other provisions of these Conditions, Vendor shall not be liable for any direct, indirect or consequential loss or any loss of profits, loss of business, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Product, nor will any delay entitle Client to terminate the Contract.

 

3.4 If Client cancels a purchase order, in whole or in part, up to 10 days before the planned delivery of the Product, then Client will be obliged to pay Vendor a cancelation charge, i.e. 70 % of the value of the ordered Product. In such case, Client shall not be entitled to receive the ordered Product. If Client cancels a purchase order less than 10 days before the planned delivery of the Product, they shall be obliged to pay the whole value of the purchase order and shall be entitled to receive the ordered Product.

 

3.5 The quantity of any consignment of Product as recorded by Vendor upon dispatch from the Vendor’s place of business shall be conclusive evidence of the quantity received by the Client on delivery, unless the Client can provide conclusive evidence to the contrary.

 

3.6 In case of Product to be delivered otherwise than to the Client’s place of business, the risk of damages to or loss of the Product shall pass to Client at the time of delivery to the designated address. In this case the delivery is deemed to have been made when the Product has been delivered to the designated address, regardless of Client’s confirmation, unless Client proves otherwise.

4 Payment and price

4.1 The price for Product is defined in the Contract and/or in Vendor’s currently valid Pricing Policy. Any price changes or amendments are subject to Contract. Client may at any time request the Vendor to show then the Pricing Policy, and Vendor is obliged to do so. Vendor shall inform Client about any changes to the Pricing Policy at least 30 days prior to the effective date of those changes.

 

4.2 The prices are exclusive of all Value Added Tax, other applicable taxes, customs, import or export duties and all costs, loading and unloading charges, transport, storage and insurance costs, and public dues, which shall be covered and borne by the Client.

 

4.3 The Vendor reserves the right, by giving notice to the Client, at any time before delivery date, to increase the prices due to any increase in Vendor’s costs, if such increase is beyond Vendor’s control, in case of any change in delivery dates, requested by the Client or any delay caused by Client’s instructions or its failure to provide the Vendor with adequate information and/or instructions.

 

4.4 Unless otherwise agreed in the Contract, Product shall be paid in advance.

 

4.5 The title to Product shall pass to the Client upon full payment, unless otherwise agreed in writing.

 

4.6 Payments shall be deemed to be received when Vendor receives funds to their bank account.

 

4.7 Any outstanding payments to be paid to Vendor under the Agreement shall become due immediately upon termination of the Agreement regardless of any other provision.

 

4.8 If Client fails to pay the Vendor any sum due pursuant to the Contract, Vendor will be entitled to:

  • Charge Client the default interest on the outstanding amount from the due date of payment at the annual rate of 10 %, accruing on a daily basis until payment is made, and/or
  • Suspend any further deliveries of the Product, and/or
  • Terminate the Contract.

 

4.9 If Client fails to pay the Vendor any sum for the licence granted for Software due pursuant to the Contract, the licence is terminated immediately, and Vendor will be entitled to:

  • Charge Client interest on the amount unpaid from the due date of payment at the annual rate of 10 %, accruing on daily basis until payment is made, whether or before any judgment
  • Disable use of Software 10 days after giving a written notice and/or
  • Terminate the Agreement regarding Software.

 

4.10 If the Client fails to pay Vendor any sum for Content due pursuant to the Contract, the right to use Content is terminated immediately and Vendor will be entitled to:

  • Charge Client the default interest on the outstanding amount from the due date of payment at the annual rate of 10 %, accruing on a daily basis until payment is made, and/or
  • Disable the use of Content and suspend any further deliveries the day after the payment is due, and/or
  • Terminate the Contract regarding Content.
5 License

5.1 The Vendor grants to the Client a non-exclusive and non-transferable licence for Software or third parties’ software provided by Vendor.

 

5.2 The licence granted to the Clientshall not include any rights to grant sub-licences.

 

5.3 No warranty is given, or liability assumed by Vendor in relation to Software or Content and documentation describing such Software or Content under these Conditions, or the use to which it may be put by Client, including, without limitation, any conditions of merchantability or fitness for a particular purpose and all warranties implied by law are hereby excluded to the extent that it is lawful to do so. All warranties and liability is excluded if Client works around any technical limitations in the Software or Content, reverse engineers, decompiles or disassembles the Software or Content, makes copies of the Software or Content, publishes the Software or Content for others to copy, uses the Software or Content in any way that is against the law, or sells, rents, leases or lends the Software or Content.

 

5.4 Unless stipulated otherwise in the SLA, Customer’s access to Software upgrades shall be charged by Vendor in the following manner:

  • 20 % of the current price of the Software in the first year following the expiry of the SLA or from the Software purchase date in cases where SLA was not applicable.
  • 40 % of the current price of the Software in the second year following the expiry of the SLA or from the Software purchase date in cases where SLA was not applicable.
  • 60 % of the current price of the Software in the third year following the expiry of the SLA or from the Software purchase date in cases where SLA was not applicable.
  • 80 % of the current price of the Software in the fourth year following the expiry of the SLA or from the Software purchase date in cases where SLA was not applicable.
  • 100 % of the current price of the Software from the fifth year onwards following the expiry of the SLA or from the purchase of the Software in cases where SLA was not applicable.
6 Additional services

6.1 The licence granted to the Client does not include any content management services, revisions, additions or redesigns not specified in the Contract. These shall be considered additional and will require a separate contract or agreement and additional payment.

 

6.2 Additional services by the Vendor shall be charged separately in accordance with the Pricing Policy or as defined in the Contract. Such services shall, for example but not exclusively, include fixing errors and malfunctions by the Vendor on Products or other components related to Products, if such errors or malfunctions do not originate from the Product.

7 Copyright for Client’s content

7.1 The Client guarantees to Vendor that any elements of text, graphics, photos, designs, trademark or other artwork (content), if transferred to Vendor for integration in Product, are fully owned by Client or that Client has permission to use such content. The Client shall protect and defend Vendor from any claims and/or penalties arising from the use of such content.

 

7.2 All the elements referred to in point 9.1 shall remain the property of Client, whereas the custom coding, custom programming and any other custom content provided by Vendor or third parties (not falling into the categories set forth in point 9.1.) shall be copyrighted to Vendor and/or third parties, respectively, and may not be distributed, modified or re-licenced without the prior written approval of Vendor and/or third parties.

8 Warranty

8.1 Any warranties not expressly set forth herein shall be deemed excluded from the Contract to the fullest extent permitted by the law.

 

8.2 Any Warranty claim made by the Client to Vendor, either with regard to Hardware or with regard to Software, must be made within 5 days from the occurrence of the event or the circumstances giving rise to the Warranty claim. The Warranty claim must be made in writing and must detail the alleged mistake or deficiency so that Vendor can reasonably check it and ascertain whether the Warranty claim is justified or not. Any Warranty claim not in line with the provision of this point 10.2 shall be considered void and without any legal effect upon Vendor.

 

8.3 Any claims regarding non-conformity of Hardware or Software after the expiration of the Warranty period as well as any Client’s requests for updates, upgrades and/or alterations shall be subject to SLA provisions.

 

8.4 Hardware Warranty. The warranty for Hardware shall be in accordance with the conditions set forth by the Hardware manufacturer. Vendor shall transfer to Client the benefits of any warranty given to Vendor by the manufacturer or any other person.

 

8.5 Unless Vendor has notified Client that the Warranty claim is justified, Hardware with regard to which a Warranty claim has been made must be shipped by Client to Vendor no later than 14 days from the date of Warranty claim, at Client's risk and expense. Any Warranty claim not in line with the provision of this point 10.5 shall be considered void and without any legal effect upon Vendor. If the Warranty claim regarding Hardware has been justified, the shipping costs for the Hardware sent to Client shall be borne by Vendor.

 

8.6 If so agreed between the Parties (either in SLA or otherwise), Vendor shall procure to Client replacement hardware for the time period of ascertaining whether the Warranty claim is justified or not.

 

8.7 Software Warranty. The Warranty Period for Software shall be 90 days from the date of the signing of Acceptance Test or from Client’s written statement to the same effect. Any mistakes or deficiencies in the Software that occur during the Warranty Period shall be remedied by Vendor free of charge, subject to the conditions herein.

9 Exclusion and Limitation of Liability

9.1 Vendor is not liable for any breach of warranty and the damage caused as a result of the following:

  • Improper or unlawful use, operation or neglect of the Product
  • The modification of the Software or the merger of these in whole or in part with any other software
  • The use of Product in conjunction with equipment other than the equipment approved by the Vendor
  • The failure by the Client to comply with any reasonable installation instructions and/or instructions for use , issued by the Vendor
  • Non-functioning or interruptions in Internet and/or telephone services
  • TV and/or radio (or similar) signal loss, interruption or malfunction
  • Errors and/or failures resulting from errors in licensed software
  • Incorrect network configuration
  • Activity of the User, if such activity is not in accordance with the applicable instructions for use
  • Loss of data
  • Errors or interruptions of functioning of hardware provided by the Client
  • Any other circumstances that result from the Client’s and/or User’s activity and are beyond the control of the Vendor.

 

9.2 Vendor shall not be liable to the Client for any loss of profit, loss of data, loss of contracts or any other indirect, incidental, special or consequential damage or loss of any nature, however caused, whether occurring in contract, tort, negligence, or otherwise. The damage liability of the Vendor for direct damage related to the Project shall not exceed, in aggregate, the amount actually paid by Client to Vendor based on the SLA for the Project in the year (consecutive 12 months) prior to the occurrence of the damage.

 

9.3 Client shall always be obliged to take all reasonable measures to mitigate the damage or loss sustained.

 

9.4 The Client acknowledges that the Product is not built in a way to prevent abuses, so it is the Client's sole responsibility to prevent any potential abuses.

 

9.5 The Client maintains sole responsibility for its business data implemented in the Product. The Client hereby acknowledges that this paragraph shall apply to all data and content used by the Product.

 

9.6 Under no circumstances shall Vendor be liable for any content or Software requested or used by Users (for example adult content etc.).

10 Intellectual Property Rights

10.1 All Intellectual Property Rights of the Product, belonging to Vendor, shall remain the exclusive property of the Vendor. All Intellectual Property Rights, belonging to third parties, shall remain the exclusive property of those parties.

 

10.2 The Client undertakes to immediately inform the Vendor of any appeared, potential or suspected infringement of Intellectual Property Rights.

11 Confidential information

11.1 Client and its employees/associates undertake to hold in confidence Confidential Information and to protect such information as a business secret.

 

11.2 Client shall not use, copy, disclose or in any other way distribute Confidential Information to any third party, except in case of a prior written approval from Vendor and in case if needed for the purpose of performing the Client’s obligations under the Contract. Any such permitted disclosures shall in no way affect the ownership of such Confidential Information.

 

11.3 Client shall protect Confidential Information with the same standard of care and procedures used to protect its own Confidential Information of similar importance. but at all times using at least a reasonable degree of care.

 

11.4 Client shall on termination of the Contract for any reason whatsoever immediately cease to use all materials and media relating to Confidential Information, including all copies, whether in paper or electronic form, and shall in addition, if so requested by the Vendor, inform the Vendor on the current state of such Information.

 

11.5 Vendor shall have the right, without any limitation, to list as its reference the Project(s) carried out on behalf of the Client and/or any Client’s use of Product(s).

 

11.6 Vendor shall have the right to use Client’s usage experiences for its purpose of further development of the Product and/or other products, and Client agrees with such process. The Vendor shall under no circumstances use the assembled user data in such process in a way that the User can be personalized or identified.

 

11.7 The provisions of this chapter shall remain in force even after the expiration of the Contract.

12 Force Majeure

12.1 Neither Party is responsible for the damage caused by delay and/or error in performing the services under the Contract if such delay or error has occurred due to circumstances beyond their control, including, in particular, but not exclusively, the following cases: restrictions and measures of authorities, war, acts of terrorism, riots and other social upheavals, earthquakes, floods or other natural disasters, epidemics, lock-outs or other reasons beyond the control of the Parties.

 

12.2 The Party that is not able to fulfil its obligations under the Contract due to force majeure is obliged to notify in writing the other Party about the force majeure event, expected duration and the potential consequences of the force majeure event. Such notice shall be sent immediately, but not later than in 10 (ten) days after the day when the Party has become aware of the force majeure event.

 

12.3 The Party or Parties affected by the event of force majeure shall use reasonable efforts to mitigate the effects of such event upon its or their performance of the Contract.

13 Termination

13.1  Each Party may terminate the Contract in writing with immediate effect if the other Party commits a material breach of any of its obligations under the Contract and fails to remedy such a breach within thirty (30) days after having received the other's Party notice thereof.

 

13.2 Each Party may terminate the Contract at any time, upon giving the other Party not less than two (2) months advance notice in writing. Any payments owed by Client under the Contract shall become due upon receiving the termination notice.

14 Waiver and Severability

14.1 The failure of either Party to enforce any provisions of the Contract shall in no way affect either parties’ rights to require complete performance by the other party, nor shall the waiver of any breach of any provision be taken or held to be a waiver of any subsequent breach of any such provision or be a waiver of the provision itself.

 

14.2 If any provision of the Contract is declared to be void or unenforceable by the judicial or administrative authority of the Territory where the Contract is effective, such provision will be deemed to be severable and the parties shall use reasonable endeavours to modify the Contract in a way that the purpose of the Contract can be lawfully carried out.

15 Notices

15.1 Any notice given under the Contract shall be in writing, i.e. by personal delivery, by registered mail, or by e-mail.

 

15.2 The notice is considered received at the time of delivery in case of personal delivery, 72 hours after the date of mailing/posting in case of using registered mail, and at the time of e-mail transmission in case of using e-mail.

16 Governing Law

16.1 The Client is solely responsible for complying with laws, taxes, and tariffs, and will hold harmless, protect, and defend the Vendor from any claims, penalties, taxes, or tariffs arising from Client’s use of the Product and Services.

 

16.2 All relationships between the Vendor and Client regarding the Product shall be governed by substantive laws of Slovenia.

 

16.3 Any potential dispute shall be resolved amicably. If, however, an amicable resolution shall not be possible, such disputes shall be finally settled in accordance with Slovenian Law and under the exclusive jurisdiction of a competent court in Ljubljana, Slovenia.