General Terms and Conditions

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    1. Definitions

     

    With regards to the General Terms:

     

    1.1. The Contractor shall refer to the company: Elektronički računi d.o.o. – Ulica Simona Gregorčiča, 10000 Zagreb, Croatia.

    1.2. The Client shall refer to a legal or a natural person which uses the services of the Contractor.

    1.3. A digital certificate is an electronic signature issued by FINA or another Certificate Authority on the name of the Contractor.

    1.4. A timestamp is a data object which unambiguously and inseparably links certain data with a certain time, thus making it possible to prove the existence of that data before that time.

    1.5. eDocuments are eInvoices, eCredit notes, eResponses, eReminder notes, eDebit notes, eReceipt note, ePurchase orders, eDespatch advices and eDocuments in a narrow sense (any electronic document transmitted through the contractor’s system).

    1.6. Other documents shall refer to attachments sent alongside eDocuments (such as pictures, work orders, etc.) and documents uploaded from the client’s local storage.

    1.7. Services may mean any of the services offered by the Contractor, including Moj-eRačun, Moj-eArhiv, Moj-DMS, Moj-BI, mOtpremnica, PIS, AIS, ePlati, Moj-eRačun B2C, among others.

    1.8. Metadata shall refer to data which describe eDocuments and other documents, e.g. the date and time of the exchange, the Client’s IP address, the Client’s account, the file size, etc.

    1.9. The Contractor’s system shall mean any infrastructure managed by the Contractor, which enables the use of Services.

    1.10. The Subcontractor’s system shall mean any infrastructure managed by the Subcontractor, which enables the use of Services

    1.11. A user account consists of a username and password, which the Client has received after successfully completing the registration process and validating their credentials.

    1.12. Phrases „Moj eRačun", "Moj-eRačun“, "moj-eracun" and alike, "Moj DMS", "Moj-DMS" and alike, "Moj eArhiv", "Moj-eArhiv" and alike, "eRa konverter" and alike, “Moj eRačun API v1“, “Moj eRačun API v2“ and alike, “Moj BI”, “Moj-BI” and alike, “mOtpremnica”, “m-Otpremnica” and alike, “ePlati”, “e-Plati” and alike, “Moj eRačun B2C”, “Moj-eRačun B2C and alike, imply one or more computer software, software interfaces, their source code, graphic solutions and all relevant documentation in relation to all of the aforementioned.

    That computer software and systems, their source code, their software interfaces, graphic solutions as well as all relevant documentation connected with them are the ownership of the company Elektronički računi d.o.o. VAT number: 42889250808 (further in text: Company), which declares and warrants being an exclusive holder of intellectual property rights, in particular copyright, in relation to the aforementioned. Without an explicit written approval of the Company, it is not allowed to reproduce, transfer, distribute, or amend the content of software and systems, their source code, their software interfaces, graphic solutions or any documentation in relation to the them, whether entirely or partially, neither it is allowed to use the know-how transferred or accrued therewith, nor to use it in any other way; except for purposes of connecting with that computer software and systems of the Company with the goal of using the Company’s services and products and/or business cooperation with the Company.

    2. Contractor - rights and obligations

     

    2.1. The Contractor:

    2.1.1. is responsible for upkeeping and updating the services and products in accordance with the laws and regulations of the Republic of Croatia, as well as in accordance with good business practices, so that the Client may use the services in a correct and timely manner

    2.1.2. creates the General Terms and Conditions

    2.1.3. stipulates the terms of access and exit from the Contactor’s System

    2.1.4. provides the Client with a 24-hour access to the Contractor’s System

    2.1.5. allows the Client to prepare, sign, legitimately and safely send and receive, i.e. exchange, view, confirm, process, circulate, store and search eDocuments, exchange information about eDocuments, obtain creditworthiness information about their business partners, publish claims and exchange information about these claims, receive the status of shipments being transported and delivered shipments for which the Client sent an eDespatch advice, initialize payments, inform the Client about their transaction account; all of it through the Contractor’s or Subcontractor’s System

    2.1.6. archives all eDocuments and Other documents sent or received through the Contractor’s System for a period of 12 years from the moment of archiving

    2.1.7. archives all metadata for a period of one year from the end of the business year in which the business event took place

    2.1.8. informs the Client of the status of eDocuments sent through the system (e.g. delivered, unsuccessful, etc.)

    2.1.9. informs the Client about news or updates regarding the system, especially those regarding the security of the system.

     

    2.2. The Contractor is not responsible for:

    2.2.1. the content of eDocuments and Other documents passing through the Contactor’s System; the content is forwarded as it is received by the system, without being reviewed by the Contractor (except when requested by the Client)

    2.2.2. the misuse of the user account by the Client or any third person who is not the Contractor or the Client, that is, by a person who is not authorised to manage the user account on any grounds

    2.2.3. the integrity and delivery of data of the Client, and for the malfunctioning in the case of force majeure (e.g., natural disasters, civil disobedience, acts by civil or military authorities, etc.) and in circumstances which are beyond the Contractor’s control (e.g., theft, no internet connection, etc.)

    2.2.4.the direct and/or indirect damage which could ensue due to the Contractor’s inadequate and incorrect use of the equipment or its parts, documentation or services from these General Terms and Conditions.

     

    3. Client - rights and obligations

     

    3.1. The Client can be:

    3.1.1. Users, natural or legal persons who pay to use the Contractor’s services

    3.1.2. Recipients, natural or legal persons who receive eDocuments through the Contractor’s System

     

    3.2. The Client is required to:

    3.2.1. keep their user account safe from loss and theft by any third party who is not the Contractor or the Client, and treat their account as a business secret

    3.2.2. immediately inform the Contractor in the event of a compromised account in order for the Contractor to avoid damage or reduce the damage caused

    3.2.3. complete the registration process in which they guarantee the credibility of the data submitted to the Contractor

    3.2.3.1. if they submit false data, they are required to provide the correct data immediately

    3.2.3.2. after successfully completing the registration process, the Client’s user account is activated, and they can start using the Contractor’s services

    3.2.4. maintain the hardware and software equipment they use to access the system and/or receive eDocuments

    3.2.5. bear responsibility for the correct implementation of the Contractor’s system in the accounting program they use and for the interpretation of data in accordance with prescribed technical specifications – in case they access the Contractor’s system through the accounting program’s interface

    3.2.6. bear responsibility for the misuse of the user account by the Client or any third party which is not the Client or the Contractor

    3.2.7. use the services in accordance with laws and regulations of the Republic of Croatia and good business practices.

     

    3.3. The User is obligated to:

    3.3.1. adhere to the terms stipulated by the Service Contract (if applicable) and the General Terms and Conditions (which apply to all Users)

    3.3.2. allow the Contractor to verify all eDocuments and/or Other documents sent and archived via Moj-eRačun service with an electronic signature (by using their own digital certificate) and timestamp on behalf of the User, for the purpose of ensuring the completeness of the documents’ content

    3.3.3. submit to the Contractor all data which affect the validity of eDocuments, e.g. the change of company name or headquarters, etc., within a period of thirty days from the change

     

    3.4. The Recipient:

    3.4.1. who has not passed the verification process will not be able to download electronic documents through the Contractor’s system until doing so

    3.4.2. by receiving any document through the Contractor’s system, they agree that it implies the document processing arrangement

    3.4.3. agrees that they have read these General Terms and Conditions, that they accept all rights and obligations arising from it, including the delivery of documents from all their suppliers through the Contractor’s system

     

    4. mOtpremnica

     

    4.1. After agreeing on the mOtpremnica service, the Contractor will hand over the necessary number of NFC tags to the User as well as the accompanying form, that is the NFC tag Activation Certificate.

    4.2. The devices, on which the User will use the service, shall support NFC technology and other necessary specifications for the use of the service specified by the Contractor. Before the start of the use of the service, the User will check with the Contractor whether its devices meet the necessary specifications. In the event of meeting the necessary specifications, the Contractor will ensure the possibility of using the mOtpremnica app on such devices.

    4.3. The NFC work equipment shall be used as a means of authentication (identity confirmation) of the recipient of the shipment and the authorisation (confirmation) that the recipient has received the shipment in accordance with the types and quantities indicated on the device where the recipient confirms the receipt, with a record of any undelivered items and other important facts. The authentication and authorisation by the recipient of the shipment shall have the same effect as their stamp and signature.

    4.4. The User shall be authorised by the Contractor to hand in the NFC tags and the accompanying forms, that is the NFC tag Activation Certificate, on behalf of the Contractor. The User will have the Contractor’s authorisation to activate, on behalf of the Contractor, the tags on their NFC tablet for their customers, i.e. the recipients of the shipment, solely on the basis of a correctly completed, signed and verified NFC Tag Activation Certificate. Upon activation, the recipient of the shipment may confirm eDespatch advices from their suppliers by using their NFC tags through the mOtpremnica system. The User must submit a photo or scan of a correctly completed, signed and verified NFC Tag Activation Certificate to the Contractor.

    4.5. In the case that the User does not adhere to the provisions in the above paragraph, they will be held responsible for any damage resulting from any fraudulent practices or subsequent dispute of the receipt of any shipment by the final recipient of the shipment by using NFC tags.

    4.6. Each NFC tag has a unique identifier. The Contractor keeps a record of NFC tags and of the Recipients for whom they have been activated. Only one or more NFC tags (for each handover point) can be activated for the Recipients.

     

    4.7. When the User delivers the goods to their customer, that is to the Recipient in the mOtpremnica on NFC tablets or other devices:

    4.7.1. The User and the Recipient can agree on actual delivery and record the actual quantity of the goods received (e.g. part of the goods damaged in transport) or enter another note on the spot.

    4.7.2. The Recipient shall sign the eDespatch advice on the tablet (the same effect as the signature on the paper despatch advice) and confirms the eDespatch advice with their NFC tags (the same effect as a stamp on the paper despatch advice).

    4.7.3. Once the Recipient signs and confirms the eDespatch advice, the mOtpremnica app will send the record about the surplus/shortage of the goods to the User and the Recipient.

     

    4.8. The User and the Recipient are obliged to promptly report the loss, theft or possibility of misuse of their NFC tablets (or other device on which they use the mOtpremnica application) and NFC tags to the Contractor. Otherwise, the User and the Recipient will assume all responsibility for the incorrect or fraudulent use of NFC tablets (devices) and tags. The Contractor shall, after checking the report:

    4.8.1. Disable access to the mOtpremnica app and/or

    4.8.2. deactivate the NFC tags and/or

    4.8.3. act in a different manner according to the situation.

     

    4.9. The Contractor may disable access to the mOtpremnica app and/or deactivate NFC tags when the necessary conditions are met - in particular, but not exclusively when:

    4.9.1. the User does not fulfil their obligations under the Service Contract and/or these General Terms and Conditions

    4.9.2. the Recipient does not fulfil their obligations under these General Terms and Conditions

    4.9.3. the case referred to in the provision 4.8 from these General Terms and Conditions has been reported to the Contractor

    4.9.4. the Contractor suspects the unauthorised use of NFC tablets (devices) and tags with the intent to defraud.

    4.9.5. the situation does not provide the required information and documentation necessary for the use of NFC tablets (devices) and tags

    4.9.6. other situations of relevance to the security of the Contractor

     

    Before denying access to the mOtpremnica app and/or the deactivation of NFC tags, the Contractor will inform the User and/or Recipient of the intention or reasons for denying access, and if that is not possible, they will inform it once it has been denied, as soon as possible. The Contractor is not obliged to inform the User and/or the Recipient of the intended access denial, if such an action would be contrary to objectively justified security reasons or against the law

     

    5. Contractor’s system support and user support

     

    The support is divided into three categories: regular, system and special.

     

    5.1. Regular support implies the provision of general information about the functioning of the Contractor’s System – e.g. access to services, different ways of using the services, support when sending and/or downloading eDocuments, etc.

     

    5.2. System support

    5.2.1. The Client shall inform the Contractor, by email, of all issues within the workings of the               Contactor’s System, which is considered system support. The detected system issues shall be categorized into three groups:

    5.2.1.1. Priority level 1: issues that disable or significantly impede the operation or use of the system or endanger content uploaded to the Contractor’s or Subcontractor’s System

    5.2.1.2. Priority level 2: other issues that make it difficult for the Client to work

    5.2.1.3. Priority level 3: issues that do not significantly affect the Client’s ability to work

    5.2.2. If it is confirmed that there is a Priority 1 issue, the Contractor is obligated to begin resolving the issue in the shortest time possible.

    5.2.3. If it is confirmed that there is a Priority 2 issue, the deadline for resolving the issue is 10 business days, with the understanding that the Contractor will try to resolve it as soon as possible.

    5.2.4. If it is confirmed that there is a Priority 3 issue, the Contractor will resolve the issue as soon as possible, taking into account the extent of the problem and their existing obligations towards other Clients.

     

    5.3. Special Support

    5.3.1. If the Contractor determines that the requested support refers to changes that affect the layout or functionality of the Contractor’s System (henceforth: special support), the costs of such support is not included in regular or system support and are paid separately.

    5.3.2. Special support shall only be considered ordered if the request is made in writing by an authorised employee of the Client, otherwise the Client is not obligated to accept the Contractor’s invoice.

    5.3.3. While special support is being provided, the Client is required to have a member of their staff, who is familiar with the workings and state of the system, present

    5.3.4. Special support is invoiced separately (payable no later than 15 days from the day on which the invoice is delivered to the Client) and can be made up of the following items:

    5.3.4.1. the hourly rate for work done by the engineer/technician

    5.3.4.2. travel expenses per kilometre (as valid non-taxable fuel cost charge)

    5.3.4.3. the daily subsistence allowance for special support exceeding 12 hours, including the time spent on the road (as valid non-taxable amount)

     

    5.4. The cost of development and consultation for the Moj-DMS service are not included in the maintenance from the provision 5 of these General Terms and Conditions and is charged in accordance with the Price list.

     

    6. Security Policy of the Contractor

     

    6.1. The security policy of the Contractor is a set of standards, procedures, encryption solutions and algorithms which ensure the secure operation of Contractor’s system and quality data protection.

    6.2. The Contractor is ISO 27001 (for information security) and ISO 9001 (for quality management system) certified.

    6.3. All Client’s data which is entered and/or transmitted through the Contractor’s or Subcontractor’s system, whether entered automatically or manually, represent the strictest business secret and is protected in the way described in the Contractor’s security policy

    6.4. All Client’s data in the Contractor’s system is exchanged through encrypted communication channels (e.g., TLS protocol) to prevent unauthorized persons from reading it.

    6.5.  The Client agrees that the Contractor processes the XML files of eDocuments which the Client exchanges through the services od the Contractor, exclusively for the purpose of the Contractor’s provision of services to the Client.

    6.6.  All Client’s data which are transmitted through the Contractor’s system is stored with redundant copies in at least two different geographical locations.

    6.7. The company Elektronički računi d.o.o. (the Controller in the meaning of the General Data Protection Regulation – GDPR) uses procedures and technologies which ensure your privacy in the best way. The Controller shall process personal data of the Data Subject as well as other data related to the provision of services, in accordance with the applicable rules in the field of data protection and for the purposes of using the services provided. The Data Subject shall at all times have the right to access, amend or supplement, erase ("right to be forgotten"), restrict the processing of personal data, transfer personal data, submit a complaint to the Controller and / or the Agency for the protection of personal data and withdraw a given consent. Personal data of the Data Subject shall be kept only for as long as is reasonably necessary for the purpose for which they were collected, i.e., in cases where the data retention period is laid down by law, they shall be preserved through the statutory period (e.g., accounting and archive material). The Controller shall take appropriate measures to ensure that personal data for the intended purpose are accurate, complete, and current, and shall take appropriate security measures to protect the Data Subject’s data from loss, misuse, unauthorised access, disclosure, alteration or destruction.

     

    The data shall only be available to persons who need it to carry out their work. All employees of the Controller have committed to the confidentiality of the data, and all data processors which are used by the Controller have been obliged to apply the necessary organisational and technical data protection measures. The Controller uses the services of data processors outside the EU, that is of the company The Rocket Science Group LLC (USA). The company concerned only transfers the email addresses of its users for the purpose of sending email notifications. The company guarantees the application of all necessary organisational and technical data protection measures, and one can learn about their privacy rules at:

    https://mailchimp.com/legal/privacy/

    https://mailchimp.com/legal/data-processing-addendum/

    Persons under the age of 16 should not provide any personal information on the websites without the permission of their parents or caretakers. The Controller shall never knowingly collect personal data from minors. For any questions concerning the protection of personal data, the Data Subject may contact the Data Protection Officer at 042 208 260 or at gdpr@moj-eracun.hr.

     

    7. Final Provisions

     

    7.1. If any part of these General Terms and Conditions shall be deemed invalid by a competent court in Zagreb, where the invalid provision can be interpreted in way in which its partial validity and legitimacy is established, then that provision shall be interpreted within the scope of achieving such a result. In any case, any invalid provision shall not affect the validity of any of the provisions remaining in force.

    7.2. The Contractor retains the right to modify the General Terms and Conditions. The modifications will be published on the webpage www.moj-eracun.hr

    7.3. The General Terms and Conditions shall enter into force and are applicable from the day of their publication on the webpage: www.moj-eracun.hr

    7.4. In case the Contractor ceases to work for whatever reason, they are obliged, before their business activity from these General Terms and Conditions is ended, to inform all Clients and enable them to download any of their documents from the eArchive, in accordance with the Price list.

    7.5. All disputes that may arise the contracting parties agree to first try to resolve through negotiations. In case the parties fail to settle the dispute through negotiations, they undertake to try to resolve it in the process of mediation before the Mediation Center of the Croatian Mediation Association within 60 days from the beginning of the mediation. The 60-day deadline may be extended if both parties agree. The parties cannot initiate court proceedings before the end of the mediation process. In the event that the parties fail to reach an agreement through mediation, their dispute will be resolved by a competent court in Zagreb.

     

    Datum objave: 24.1.2022.