General terms for the Cashless solution
GENERAL TERMS of MONRI Payments d.o.o., Ulica grada Vukovara 269F, 10000 Zagreb, PIN: 82551932122 (hereinafter referred to as: MONRI)
1. INTRODUCTORY PROVISIONS
1.1. These General Terms (hereinafter referred to as “Terms”) represent contractual provisions that shall apply to services based on agreements concluded between MONRI and the other contracting party (hereinafter referred to as “Beneficiary”, together with MONRI referred to as ”Parties”), offers, orders or other legal grounds (hereinafter referred to as “Agreement”) in which the application of these Terms has been defined. In the event of any discrepancy between the provisions of the Terms and the Agreement, the provisions of the Agreement shall prevail.
2. PAYMENT
2.1. Monri will issue invoices to the Beneficiary for the provided services by the last day of the calendar month (the Beneficiary will be charged a monthly fee regardless of the date of commencement of the service provision or the number of days in the month in which the service is active), and the Beneficiary will pay the said fee within 10 (ten) days from the date of receipt of the invoice, or reasonably dispute the said fee in whole or in part within the same deadline. In case the Beneficiary fails to dispute the invoice within the specified deadline, such invoice shall be deemed approved. In case the Parties fail to reach an agreement on the disputed invoice within 15 (fifteen) days from the date of issue of the invoice, Monri shall be entitled to suspend the provision of the service under the Agreement.
2.2. The prices are indicated without VAT, which shall be covered by the Beneficiary in the amount stated in the invoice.
2.3. MONRI declares and the Beneficiary accepts that MONRI’s fees for the performance of the Agreement shall be adjusted by a blend of consumer and producers inflation understood as the annual average of CPI and PPI as determined and reported by the European Central Bank in case MONRI’s fees are set in EUR or National Central Bank in case MONRI’s fees are set in a local currency, at the start of each 12 months period of the Agreement and following each 12 months thereafter.
In case annual average of CPI and PPI exceeds 20% annually, indexation specified in previous sentence, shall happen twice per year. In case it exceeds 50% annually, indexation shall be performed once per quarter.
2.4. In the event that the Beneficiary’s payment is more than 15 days overdue, Monri is entitled to suspend the further execution of its obligations.
3. DELIVERY AND ACCEPTANCE
3.1. Monri shall not be obligated to perform any services which are not explicitly specified in the Agreement.
3.2. Monri shall not be responsible for the correct and timely delivery of the goods/services in accordance with the Agreement if the Beneficiary fails to meet any of its obligations under the Agreement.
3.3. Should the Beneficiary fail to timely and adequately provide/ensure prerequisites/conditions necessary for installation and activation of the goods/services of which it was informed by Monri, including attendance of personnel at training, Monri shall be entitled to charge the Beneficiary as if the service has been performed, including sustained damage.
3.4. Deadlines for Monri’s delivery of goods/services shall be automatically extended for each period in which delivery of goods/services was not possible due to the reasons which do not originate from Monri. In the event that delay is longer than 10 (ten) days, the Parties shall agree upon new time frames.
3.5. Quantitative acceptance of goods shall be confirmed by the bilateral signing of the delivery note. Delivery and acceptance of services shall be confirmed by the bilateral signing of the minutes. In the event that any of the Parties unreasonably denies signing the said delivery note and/or minutes, it shall be considered that the delivery and acceptance were duly performed without their signing on the delivery date.
4. INTELLECTUAL PROPERTY
4.1. During the term of the Agreement, and subject to payment of fees, Monri establishes for the Beneficiary a non-exclusive and non-transferable right to use the items of Monri ‘s intellectual property rights to the extent necessary for the use of the contracted services.
4.2. The Beneficiary will not directly or indirectly, without the written consent of Monri (under the pain of nullity):
a) modify, translate, or create derivative works of the items of Monri intellectual property rights;
b) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, or algorithms of the items of Monri intellectual property rights by any means;
c) sell, lease, license, sublicense, copy, market or distribute the items of Monri intellectual property rights, or use the items of Monri intellectual property rights for timesharing, hosting, except as expressly permitted in the Agreement;
d) remove any proprietary notices, labels, or marks from any Monri products;
e) provide insight into items of Monri intellectual property rights, and logic of executing transactions, and appropriate know-how;
f) provide to third parties insight into the items of Monri intellectual property rights database structures.
5. THIRD PARTY SOFTWARE
5.1. Monri shall not be held responsible for the time taken to solve problems in case of incidents related to third party software. If such an incident is related to a third party software implemented by Monri, Monri shall notify the third party’s software manufacturer and implement the solution provided by the third party’s software manufacturer into the software system as soon as possible.
6. DAMAGE COMPENSATION
6.1. To the fullest possible extent under the applicable provisions of law, Monri hereby disclaims all warranties whether express, implied, statutory or other, and Monri specifically disclaims all:
a) implied warranties of merchantability,
b) fitness for a particular purpose,
c) all warranties arising from a course of dealing, usage, or trade practice.
6.2. To the fullest possible extent under the applicable provisions of law, Monri makes no warranty of any kind that the services will:
a) meet Beneficiary’s, or any other person’s, requirements,
b) achieve any intended result,
c) be compatible or work with any other software, system, or other services,
d) be secure, accurate, complete, free of harmful code or error.
6.3. In case that as a result of non-compliance with contractual obligations, including without limitation unprofessional provision of services and/or delay in service delivery, one of the Parties suffers damages, the defaulting Party shall compensate solely the direct, actual, predictable and proved damages.
6.4. None of the Parties shall be held liable for indirect, non-material damages, damages which could not have been predicted at the time of Agreement conclusion, or loss of profit. The liability of Monri due to the scrambling, destruction, or loss of data or documents shall also be excluded.
6.5. The Party referring to a breach of Agreement shall undertake all necessary measures towards mitigation of damages caused by such a breach, otherwise, the other Party may request a reduction of the reimbursement amount.
6.6. Monri shall not be held liable for damages resulting from the use of goods and/or services.
6.7. The reimbursement of the damage caused due to a failure to fulfil the obligations under the Agreement shall be limited to a total amount which, on all grounds, may not exceed 70% of the annual value of the Agreement in the year the damage occurred, during the entire term of the Agreement. This limitation is cumulative, i.e., the sum of multiple claims may not exceed the limit set forth herein for one year. The annual value of this Agreement implies the total value of the net fees which the Beneficiary paid to Monri in the year in which the damage occurred. In case of damages inflicted prior
to the expiry of the first 12 months of the Agreement period, the annual value in the context of this provision shall be calculated by determining the average monthly invoiced amount in the Agreement period and then multiplying that value by the coefficient of 12.
6.8. In case of damages resulting from wilful misconduct, gross negligence or damages suffered by Monri due to Beneficiary`s breaches of Monri’s intellectual property rights, the damages shall be compensated in full.
7. DURATION AND TERMINATION OF THE AGREEMENT
7.1. Duration of the Agreement shall be determined in the Agreement.
7.2. Each Party is authorised to terminate the Agreement for convenience at any time and without giving reasons, in writing and with a notice period of 30 (thirty) days.
7.3. In case of gross breach of obligations under the Agreement, the diligent Party shall provide to the other Party a written warning with explanation, stating evidence and gravity of the breach committed, and designating an additional reasonable period for fulfilment of obligations which cannot be shorter than 30 days, starting from the date of receiving such a warning. In case that the Party in breach fails to meet the undertaken obligations within the designated period, the diligent Party may terminate the Agreement by a written declaration of will with the notice period of 30 (thirty) days starting from the date of receipt of the notice of termination of the Agreement.
7.4. The Agreement may not be terminated due to a Party’s failure to meet a negligible part of an obligation under the Agreement. „The failure to meet a negligible part of an obligation under the Agreement“ shall be understood to mean the failure to meet the remaining, a minor part of a Party’s obligation under the Agreement, on condition that the other Party, even without the discharge of the said part of an obligation, is able to exercise the benefit from the Agreement which it is normally entitled to in such a situation and provided that the purpose of the Agreement, i.e. execution of the subject of the Agreement, is not impeded due to the non-fulfilment of that obligation part.
7.5. Each Party is entitled to terminate the Agreement unilaterally, without a notice period, by providing a declaration of will in writing, if:
a) bankruptcy, liquidation, forced settlement or administrative or enforced control procedure has been initiated against the other Party, or
b) the other Party is forbidden to perform its business activities under a legally-effective final judgment, or
c) the other Party ceases its business operations permanently.
7.6. Monri shall have the right to terminate the Agreement unilaterally without a notice period and with no obligation of prior notice and providing an additional period for the fulfilment, in any of the following cases:
a) in case the Beneficiary fails to pay any of the liabilities owed to Monri pursuant to the Agreement within a maximum of 30 (thirty) days from the invoice due date,
b) in case the Beneficiary fails to pay at least two monthly instalments on time,
c) in case of a suspicion or evidence that the Beneficiary or its employee are involved in acts of misuse, or that goods or services of illicit or inappropriate content are sold by the Beneficiary, and/or
d) in case the Beneficiary breaches any of the Monri Intellectual Property Rights.
7.7. In any case of the Agreement’s termination, all amounts due for the services already performed in full or in part and/or all delivered goods, will fall due immediately and Monri will be entitled to invoice the Beneficiary accordingly. Termination of the Agreement shall have a future effect and shall not affect rights and obligations related to the already delivered services.
7.8. Upon termination of the Agreement for any reason:
a) all of Beneficiary’s rights to use the services will immediately terminate;
b) Beneficiary will return to Monri or purge of all documentation or information delivered by Monri.
7.9. For the avoidance of any doubt, Monri is not obliged to deliver and/or return any data/information to the Beneficiary if the Beneficiary has failed to pay all the fees pursuant to the Agreement and these Terms.
8. FORCE MAJEURE
8.1. Either Party will be held harmless against the non-fulfilment or the delayed or inadequate fulfilment of its obligations undertaken in the Agreement, in case of occurrence of a force majeure event.
8.2. Force majeure will be understood as an inevitable event, which could not be foreseen upon the conclusion of the Agreement, or any other causes or events of this nature, beyond the reasonable control of the Parties.
8.3. A Party whose performance of the Agreement is impeded by force majeure event will notify the other Party as soon as possible of any such event, but within 15 (fifteen) working days at most, to the extent possible. The notification will be accompanied by all the necessary information.
8.4. During the force majeure event, all rights and obligations set forth in the Agreement shall be suspended.
8.5. If completion of obligations under the Agreement is delayed for more than 3 months as a result of force majeure, the Parties shall set new conditions for the fulfilment of the Agreement or the termination of the Agreement.
9. DATA CONFIDENTIALITY
9.1. Data and information with regard to the contractual relationship and to the subject matter of the Agreement, which are known to the Parties at the moment of concluding the Agreement or in the future, is strictly confidential. Neither Party will disclose the Confidential information to any third
Party without the prior written consent of the other Party, unless the disclosure of such information is explicitly provided by the law. This obligation to preserve confidentiality will remain valid throughout the contractual period and after the termination thereof, for a period of 3 (three) years.
9.2. “Confidential Information” is understood as any piece of information supplied in writing, verbally or by any other means, by one Party to the other, including, but without limitation to, any information regarding the products, operations, procedures, plans or intentions, systems and processes, know-how, design rights, appraisal process, market opportunities, as well as businesses, financial results, legal status, judicial litigations, controls performed by the competent authorities, etc.
9.3. Either Party may disclose Confidential Information if:
a) the disclosure of such information is required under mandatory provisions of law or under a court order or a decision by a public administration authority, only to the extent of such a requirement and provided that the recipient of such information has been made aware of the confidential nature of the information and the other Party is notified of disclosure;
b) the information was known to the Parties before entering into the Agreement and/or is known to the general public;
c) that Party obtains or has obtained such information from a third party authorised to reveal it;
d) the disclosure is necessary for that Party to be able to use the services of an auditor/legal advisor;
e) a Party was authorised to do so by the other Party in writing.
9.4. Monri is authorised to disclose Confidential Information to other entities within the Asseco/Payten Group, without consent of the Beneficiary.
9.5. All Confidential Information submitted shall remain the property of the disclosing Party. Upon disclosing Party`s request, subject to the termination or expiry of the Agreement, the information shall be immediately returned or destroyed, including all copies, photographs, computer discs or other forms of data storing, as well as all duplicates existing with the receiving Party.
9.6. Each Party is entitled to make public statements, press releases or other public announcements regarding the mere existence of the Agreement and its general object.
9.7. Each Party is entitled to use the other Party’s trademark (name and logo) on its website as well as on its marketing and sales materials with appropriate reference to business relations between the Parties.
9.8. Monri is entitled to prepare and use the business case study of the project. The use of the case study includes the publishing of the case study in any form, upon the prior written approval of the other Party to its content, which approval cannot be unreasonably withheld.
9.9. Each Party shall have the right to require, at its discretion, the correction or deletion of any errors or inaccuracies in using the other Party’s trademark or business case study as defined herein.
9.10. MONRI reserves the right to process data generated by the use of the service by the Beneficiary for the purposes of statistical analysis in connection with market research and sharing and/or providing such information to third parties in anonymised form. Personal data is not processed as part of such analysis. It is also ensured that no information related to any individual user of the system will be disclosed and that no individual user will be directly or indirectly identified in reports and analyses related to market research.
10. ASSIGNMENT OF RIGHTS AND SUB-CONTRACTING
10.1. Any right, benefit or obligation arising from the Agreement may not be assigned or transferred by a Party, in whole or in part, without the prior written consent of the other Party, except for cases when such transfer is to another entity within the Asseco/Payten Group.
10.2. Monri is entitled to engage subcontractors for performance of the Agreement.
11. PERSONAL DATA PROTECTION
11.1. Parties shall conclude a separate agreement on the processing of personal data in accordance with the requirements of the applicable law and shall fulfil any other regulatory requirements in relation to the processing of personal data.
11.2. Monri is not liable for maintaining equipment or systems which are property of the Beneficiary or protection of data related thereto in any way.
12. DISPUTE RESOLUTION
12.1. The Agreement and any disputes or claims arising out of or in connection with it, its subject matter or its formation (including non-contractual disputes or claims) are governed by the law of the Republic of Croatia, excluding conflict of law rules. The Convention on the International Sale of Goods (Vienna, 1980) shall not apply.
12.2. Monri and Beneficiary commit to settling issues jointly and amicably; in case amicable resolution is not possible, the issue shall be resolved by the competent court in Zagreb.
12.3. In the event that any provision or part-provision of these Terms or the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed amended to the minimum extent necessary to make it valid, legal and enforceable. If such amendment is not possible, the relevant provision or part-provision shall be regarded as deleted. No amendment to or deletion of a provision or part-provision under this clause shall affect the validity and enforceability of the remaining part of these Terms or the Agreement
13. INDEPENDENCY OF THE PARTIES
13.1. The relationship between the Parties shall represent the relationship of two independent entities at all times, and the Agreement shall not be construed as creating any partnership, agency relations or other form of legal association that would impose liability upon one Party for the other Party’s actions or failure to act.
13.2. No Party, its agents, nor its employees shall be considered to be agents or representatives of the other Party, and no Party shall have the authority, express or implied, to assume or cause any responsibility or liability on behalf of the other Party, or to bind the other Party whatsoever. Each Party shall be responsible for the management, direction, and control of its employees and other agents, and such employees and other agents will not be employees of the other Party.
14. FINAL PROVISIONS
14.1. These Terms shall enter into force on the date of publication. All amendments and supplements to the Terms shall be made in writing.
14.2. The warning, written declaration of will, as well as termination notices described in these Terms or the Agreement must be delivered by registered mail with a return receipt to the address of the Party specified in the Agreement, or to a different known address provided in written form by the Party receiving the warning, declaration, or notice, to the Party sending it. Should an additional period for fulfilment and a notice period apply, the aforementioned periods shall begin on the date of receipt of the written declaration of intent i.e., the notice in the aforementioned way. If the registered mail, sent according to the provisions of this paragraph returns from the recipient’s address indicated in the Agreement as not delivered for any reason, the date of receipt is considered to be the date on which the mail was consigned to the post office, according to the provisions of this paragraph.
In Zagreb, on 29.5.2025.
