Terms and Conditions of the company Scoreminds d.o.o. (hereinafter referred to as the: General Terms and Conditions)

Individual terms used in these General Terms and Conditions shall have the following meaning:
“Scoreminds” means the company Scoreminds d.o.o., Zagreb, Anđela Nuića 2, personal identification number (OIB): 81409215068, entered into the Court Register of the Commercial Court in Zagreb under registration number (MBS): 05932033


“Client” means any natural or legal person who orders products from Scoreminds and/or services developed by Scoreminds and who is the payer of invoices issued by Scoreminds.

“Services” means the products and/or services developed by Scoreminds that entail conceptual and/or intellectual solutions exclusively owned by Scoreminds.

“Contract” means the contract concluded between Scoreminds and the Client under which the Client orders and purchases Services for the Price named in the Offer and/or the Contract. For the purposes of these General Terms and Conditions, a written acceptance of the Offer by the Client shall also be considered a Contract, if the Offer contains all the essential elements of the Contract in regards to the subject matter (Services) and Price.

“Offer” means a form or any other type of document in which Scoreminds specifies the type of Services, as well as their Prices, which is sent to the Client for the approval. For the purposes of these General Terms and Conditions, an email that contains all the essential elements of the Contract in regards to the subject matter (Services) and Price sent by Scoreminds to the Client shall also be considered an Offer, as well as an email sent by Scoreminds to the Client with the Contract proposal attached.

“Price” means the price of Services set in the Offer/and or the Contract and the Client orders and purchases Services from Scoreminds at that price. It shall be explicitly mentioned that the Value added tax (hereinafter referred to as the: VAT) is not included in the Price.

“Confidential information” means the provisions of these General Terms and Conditions and/or individual Contracts, as well as all the information and/or data belonging or referring to one or both contracting parties, their business associates, their business itself or business relations, products, services, suppliers, clients and potential clients, that was made available to the contracting party by the other contracting party, its representatives and/or advisers, regardless if it was done before or after the date of the acceptance of these General Terms and Conditions and/or conclusion of the Contract.

“Force majeure” means an exceptional event that could not have been foreseen at the time of the acceptance of the Offer and/or the conclusion of the Contract and that was beyond the reasonable control of either party.

“Working day” means any day other than Saturday, Sunday or a public holiday in Croatia.

“Third parties” means all natural or legal individuals except the parties to the Contract and/or their authorized representatives.

“Licensed provider of postal services” is the Croatian Post d.d. or any other licensed provider of postal services in accordance with the provisions laid out in the Postal Services Act.

Scoreminds shall undertake to submit the Offer to the Client for every project. The Offer shall be considered a forming part of the Contract.

The Client shall take full responsibility in making sure that the Services specified in the Offer correspond exactly to its needs at the moment of signing and accepting the Offer and/or concluding the Contract.

By accepting the Offer and/or concluding the Contract, the Client confirms to have read the provisions of these General Terms and Conditions and to fully understand the meaning and legal effects of the provisions concerned. In addition, by accepting the Offer and/or concluding the Contract, the Client explicitly confirms that he consents to the application of the provisions under these Terms and Conditions to the Contract.

All notifications, as well as any other communication between contracting parties in regards to the execution of rights and obligations arising from the provisions of these General Terms and Conditions and/or the Contract, shall be in writing and sent to the other contracting party by a licensed provider of postal services or by email.

Delivery by licensed postal service provider shall be considered properly carried out if the consignment was sent by registered post with acknowledgment of receipt to the address of the contracting party specified in the Contract. The date of the receipt indicated on the acknowledgment of receipt shall be taken as the day of the receipt that is relevant for the calculation of possible deadlines in the event that the delivery was successful. If the delivery was unsuccessful, the date when the registered mail with acknowledgment of receipt was submitted to the licensed provider of postal services shall be taken as the day of the receipt that is relevant for the calculation of possible deadlines.

Delivery by email shall be considered properly carried out if the email was sent to the email address that the contracting parties previously established as the contact email address under the condition that the contracting party/email sender didn’t get the automated delivery failure notice for the email concerned from the provider (server). The date when the email concerned was sent to the contact email address shall be taken as the day of the receipt that is relevant for the calculation of possible deadlines.

Scoreminds shall undertake to provide Services to the Client that are clearly specified and established in the Offer and/or the Contract. Services shall be provided for the purpose clearly and unequivocally agreed upon between the contracting parties and it shall not be allowed to utilize and/or use them for other purposes.

Taking into consideration the provision from the previous paragraph, the Client shall not be authorized to utilize and/or use the Services provided to the extent or in the manner that was not explicitly agreed upon between the contracting parties.

In order to utilize and/or use the Services outside the agreed extent or in a different manner, the Client shall undertake to obtain prior written approval from Scoreminds. Otherwise, he may be held liable for damage.

During the term of the Contract, the Client shall undertake to act, as quickly as possible, in accordance with demands set by Scoreminds that are necessary for a prompt and proper execution of the Services. If the contracting parties agreed on the deadlines within which it is necessary to take action and/or submit certain documentation and/or consent for the purpose of the proper execution of the Services, the contracting parties shall undertake to fully comply with these deadlines, and in the event the Client fails to act within deadlines, Scoreminds shall not be held accountable for the possible overstepping of the deadlines established for the execution of Services.

For the purpose of the fulfillment of the obligations set out in the Contract, Scoreminds is authorized to use services of its business associates of choice and at its own discretion, without needing the consent and/or approval from the Client.

Scoreminds shall have the right to underline the company and/or the logo of the Client in its references.

If the contracting parties established the liability of the Client to pay the advance, Scoreminds shall not be required to start the provision of the Services until the amount of the advance is paid in full by the Client and registered in the business account of Scoreminds.

Scoreminds shall undertake to issue an invoice to the Client for the Services provided that will show the amount of the Price, together with the corresponding VAT. Unless agreed otherwise, due date for the payment of the invoice issued by Scoreminds shall be 14 (fourteen) days starting from the day when the invoice was issued.

If the Client is late with the payment of the invoices, Scoreminds shall be entitled to default interest calculated from the due date of the invoice to the day of the payment.

In the event mentioned in the previous paragraph, Scoreminds is authorized to fully or partially stop the provision of the Services to the Client during the period when the Client is in default.

If the contracting parties established a discount on the basis of the Price for a certain payment method and the Client fails to use that payment method, Scoreminds has the right to issue the invoice without the discount.

It is explicitly stated that the Price shall always be related to the currency EUR.

Scoreminds shall retain copyright over its own contents and/or materials (including, inter alia, textual, visual and audio materials, presentations, databases, program data etc.). It shall be explicitly stated that all the conceptual and/or intellectual solutions developed by Scoreminds during the provision of the Services and for the purpose of fulfilling its obligations under the Contract shall also be considered as Scoreminds copyright. 

Scoreminds shall retain the exclusive right to dispose of the content/material that is under its copyright at its own discretion and according to its own needs including, inter alia, publishing the content/material concerned on web sites, enter competitions with it, outline the company logo and trademark on the content/material etc.

Any unauthorized use of any content/material that is under copyright and/or represents any other form of intellectual property of Scoreminds, without the explicit written consent and/or written approval from Scoreminds as the copyright holder, shall be deemed as an infringement of copyright and/or other forms of intellectual property rights and as a gross violation of the provisions governed by these General Terms and Conditions and/or the Contract and shall be liable to legal action.

Upon the fulfillment of the obligations from the Contract by contracting parties, particularly of the obligations in terms of the provision of the Services and the payment of the Price, all copyrights that belong to Scoreminds in regards to the Services provided shall be assigned to the Client, pursuant to the conditions further defined in the Contract.
In the event that Scoreminds submits several conceptual designs and/or solutions to choose from to the Client during the provision of the Services, and the Client at their own discretion chooses one of the designs and/or one of the solutions, other designs and/or solutions shall be considered as the copyright of Scoreminds and Scoreminds shall retain the exclusive right of disposal.

If the subject of the Services implies materials and/or contents owned by Third parties and it is necessary to obtain a prior consent from Third parties and/or pay a certain fee to use them, Scoreminds shall commit to, with prior consent from the Client, take any necessary steps to make the use of materials and/or contents provided by Third parties entirely legal. In the event that Scoreminds pays the fee to Third parties, the cost of the fee paid is assigned to the Client and is charged separately.

The Client shall take full responsibility for the legality of the use of materials and/or contents that they delivered or provided in any other way to Scoreminds.

The Contracting parties shall not disclose or in any other way make Confidential information available to Third parties, unless they obtain the explicit written consent from the other contracting party for each Third party concerned.
The exception to the provision from the preceding paragraph may happen if the Confidential information has to be disclosed to competent authorities, under the procedure foreseen by the law or to credit institutions on the basis of their well founded claim. In that case, the contracting party asked to disclose the Confidential information shall be authorized to disclose the information concerned to the above mentioned authorities/institutions with an obligation to take into account the protection of interests of the contracting party whose Confidential information has to be disclosed, and to disclose Confidential information only in the scope required by competent authority/institution.

The Contracting parties shall undertake to use the Confidential information purely for the purpose for which they were disclosed and they shall never directly or indirectly use that information for other purposes, and especially not for taking advantage for themselves or any other Third party.

If the Confidential information gets into the hands of unauthorized persons despite all the security measures taken, the contracting party/receiving party shall immediately notify the other contracting party/disclosing party about it and take all the measures necessary to prevent the damage to the latter.

The Contracting parties shall make all reasonable efforts to assure the correct handling of the Confidential information by its employees, representatives and business associates in the manner established by provisions of this Article of the General Terms and Conditions. 
 The Client shall confirm that all intellectual solutions, ideas, materials and other documentation related to the Services and/or arises from the Services belongs exclusively to Scoreminds and it is not allowed to use them, disclose them or make them available to public in any other manner except the manner specified in provisions of these General Terms and Conditions and/or the Contract.

Unauthorized disclosure of the Confidential information by the Client, contrary to the provisions on confidentiality from this Article of the General Terms and Conditions, and without the explicit written consent and/or written approval by Scoreminds shall be considered as a gross violation of the provisions set out in these General Terms and Conditions and/or the Contract.

It is explicitly stated that the Client is not authorized to transfer and/or assign to Third party any of its rights set in the provisions of these General Terms and Conditions and/or the Contract without the written consent of Scoreminds.

In terms of the provisions set out in these General Terms and Conditions, the liability of Scoreminds shall be limited to the proper fulfillment of the obligations arising from the provisions of these General Terms and Conditions and/or the Contract.

Taking into consideration what was previously stated, it is explicitly agreed that Scoreminds shall not be held liable for the legality of the Client’s business, for its loss of business income or profits, for the materials and/or contents that the Client made available to Scoreminds or any delay in the fulfillment of the obligations caused by the Client’s default in terms of the fulfillment of the obligations or because of Force majeure.

It shall be explicitly stated that the total liability of Scoreminds to the Client shall not in any event exceed the total sum of the agreed Price.

The Client shall terminate the Contract in writing.

The Client shall undertake to pay Scoreminds for all the Services executed by Scoreminds from the day of the acceptance of the Offer and/or conclusion of the Contract until the day of the Contract termination. In addition, in terms of Services that were not executed because of the termination of the Contract by the Client, the Client shall pay Scoreminds 30 % of the remaining amount of the Price intended for the Services that were supposed to be executed in the event of the regular  completion of the Contract.

In the event of the termination of the Contract by the Client, the results of the work that came from the uncompleted Services are copyrighted and they are exclusively owned by Scoreminds. 
In the event that, upon the fulfillment of contractual obligations by Scoreminds, the Client refuses to accept the final conceptual solution given by Scoreminds, although the same comprises all subsequent instructions and requests of the Client and Scoreminds promptly delivered the Service, the Client shall undertake to pay to Scoreminds the agreed amount of the Price.

Each contracting party may terminate the Contract if the other party fails to duly execute the obligations under the Contract.

In the event described in the previous paragraph of this Article, the contracting party that plans to terminate the Contract shall inform the other party about its failure to execute the obligations by written notice and request from that party to eliminate mentioned failures within 15 (fifteen) days. If the other contracting party fails to eliminate failures within that extended period, the first contracting party may unilaterally terminate the Contract and demand a compensation for damages caused by the termination of the Contract.

The contracting parties shall not be held liable for failure and/or delay in the performance of the obligations under the provisions of these General Terms and Conditions and/or the Contract, caused by reasons or circumstances that occurred after the acceptance of these General Terms and Conditions and/or conclusion of the Contract that could not have been foreseen, avoided or removed (Force Majeure).

If one of the contracting party believes that the reasons or circumstances from the previous paragraph of this Article occurred, such party shall notify the other party in writing immediately upon it becoming known.

In the event that any disputes arise between the contracting parties in relation to the application of the provisions of these General Terms and Conditions and/or concluded Contracts, including disputes relating to the validity of the conclusion of the Contract or its infringement or termination, as well as the resulting legal effects, the Contracting parties shall attempt to settle them amicably or, otherwise the dispute shall be settled by the competent court in Zagreb having subject-matter jurisdiction.

The law of the Republic of Croatia shall be applied to the relations that occur with the application of the provisions of these General Terms and Conditions and/or the Contract.

Scoreminds shall reserve the right to amend these General Terms and Conditions at any time and without prior notice.

Scoreminds shall publish all the amendments to these General Terms and Conditions on its official website in accordance with the valid regulations and they shall be entered into force on the day that is indicated in such amendments as the day of their entry into force.

In case of amendments to these General Terms and Conditions, Scoreminds shall undertake to notify the Client in writing or by email.
In the event of amendments to these General Terms and Conditions, the new version of General Terms and Conditions fully replaces all the previous versions.

In case a Contract is concluded with the Client, these General terms and conditions, represent a constituent part of the Contract.

In case of discrepancies between the provisions of these General terms and conditions and the Contract, the provisions of the Contract shall prevail.

By concluding of a Contract and subsequently by accepting the General terms and conditions, the Client is accepting the General terms and conditions of all platforms used by Scoreminds for purposes of duly carrying out the Contract.

These General terms and conditions shall enter into force and be applied as of 15.10.2024.