General terms for processing online payments

GENERAL TERMS of MONRI Payments d.o.o., Ulica grada Vukovara 269F, 10000 Zagreb, PIN: 82551932122 (hereinafter referred to as: MONRI)

For the Provision of Electronic Transaction Processing Services arising from the Electronic Point of Sale

1. INTRODUCTORY PROVISIONS

These General Terms (hereinafter referred to as “Terms”) represent contractual provisions that shall apply to goods and services based on agreements concluded between MONRI and the other contracting party (hereinafter referred to as Contractual Partner, together with MONRI referred to as Parties), offers, orders, requests through means of distance communication 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.

TERMINOLOGY

Certain basic terms have the following meanings:

Authorization Limit – the maximum allowed Transaction amount or number of Transactions for a particular Electronic Point of Sale

Electronic Point of Sale – Electronic point of sale of the Contractual Partner connected to the Internet, where the Contractual Partner offers the sale of goods and services through the Internet with the possibility of payment by cards

E-commerce Transaction – a transaction which was carried out according to the rules of Global and Local Payment Systems, whereby the transaction was initiated by the User and/or the Contractual Partner with the consent of the User, and the transaction is marked with one of the values of the Electronic Commerce Indicator (ECI): 1, 2, 5 and/or 6

Electronic Commerce Indicator (ECI) – a numerical code representing the security authentication of the User

Financial institution – Financial institution with which MONRI has a payment card processing agreement

Global and Local Payment Systems: VISA, Mastercard, American Express, Diners, JCB, Discover, KEKS, Air Cash, Paypal and all other electronic cashless payment methods that are accepted by the Contractual Partner’s Electronic Points of Sale.

MONRI – is an e-commerce service provider registered by the Financial Institution with Visa/Mastercard (Internet Payment Service Provider)

Issuer – every bank and/or another financial/credit institution that issues a Payment Instrument as a means of payment.

Payment Instrument – all types of cards and other electronic payment methods issued by the Issuer as a cashless means of payment

User – every natural or legal person whose name is printed or otherwise indicated on the Payment Instrument, and who uses the Payment Instrument as a means of payment for goods and/or services at the Contractual Partner’s Electronic Points of Sale, according to the conditions of the Payment Instrument Issuer

Contractual Partner – a business entity that sells goods and/or services to Users and that has a contractual relationship for Payment Instrument processing with the Financial Institutions

System – A set of hardware and software solutions for Payment Instruments acceptance and processing, which is connected to the Financial Institutions and/or Global and Local Payment Systems by protected electronic communication

Transaction – every message sent by the Contractual Partner to the WebPay or WSPay system and to which it received a response

Particularly Gross Breach of the Agreement – processing of transactions related to the illegal sale of goods and/or services connected to gambling, all forms of games of chance as specified in the Games of Chance Act, for which the Contractual Partner does not have a special authorization issued by the competent institution, pornographic content with offensive and discriminatory content, child pornography, sale of pharmaceutical and para-pharmaceutical products for which there is no marketing authorization from the competent institutions

Payment Gateway – virtual POS device

Positively Authorized Transaction – any transaction for which approval has come from the Payment Instrument Issuer

Remedy – A procedure or a temporary fix that bypasses a problem and allows a Contractual Partner to continue working until a final solution can be provided; a workaround solution. The target of Remedy is to restore the basic functionalities of a service, to minimize the observable impact on the User. In case MONRI delivers Remedy to the problem, current service request is being closed, and new one is created with reference to it, with lowered severity level

SecureVault – the service enables the initial authentication of the Payment Instrument user by using the 3D Secure protocol and safe storage of data on the Payment Instrument, with the consent of the User, within MONRI’s system, whereby a token number is defined for each stored Payment Instrument and User. The token number is delivered to the Contractual Partner, who uses it for subsequent debits from the user’s account and Payment Instrument

Response Time – Period between receiving a problem report to the moment of the beginning of problem resolution

Resolution Time – Time that elapses until a final and permanent repair to the problem is provided that enables the full functionality of the service according to these Terms. Time when request is referred back to the Contractual Partner for feedback and waiting for its response is excluded from this period

3D Secure – a security protocol that enables verification of the customer’s identity during online purchase at the Contractual Partner’s Electronic Point of Sale, Verified by Visa and Mastercard SecureCode

3D Secure Transaction – a transaction carried out according to the 3D Secure security protocol

2. SUBJECT MATTER OF THE AGREEMENT

The agreement on the provision of electronic transaction processing services arising from the Electronic Point of Sale regulates the rights and obligations of the Contractual Partner who charges for its goods or services by using Payment Instruments in a secure way at the Electronic Point of Sale.

Services include the implementation, use and provision of customer support during the term of the Agreement for the WebPay and WSPay systems.

All additional instructions, notices and approvals which MONRI may issue from time to time shall also be considered as an integral part of the Agreement.

3. CONTRACTUAL PARTNER’S OBLIGATIONS

The Contractual Partner undertakes to take the following actions and procedures in accordance with the rules of Global and Local Payment Systems and applicable regulations of the Republic of Croatia:

(i) establish and maintain an Electronic Point of Sale where it will offer the sale of goods and services by paying with Payment Instruments via the Internet which do not violate the rules of Global and Local Payment Systems and applicable regulations of the Republic of Croatia,

(ii) use only an SSL encrypted connection to transfer card data from the Electronic Point of Sale to the Payment Gateway. An SSL encrypted connection must be secured with a minimum of 128-bit encryption or better,

(iii) carry out sales in the manner prescribed by the applicable regulations of the Republic of Croatia, all the while respecting the rights of the User, and the rights of MONRI and the Financial Institution from the Agreement,

(iv) comply with the rules of Global and Local Payment Systems, other applicable regulations, as well as all MONRI’s instructions regarding the establishment and maintenance of the Electronic Point of Sale,

(v) manage data on Transactions and Users in accordance with the regulations of Global and Local Payment Systems and other applicable regulations, as well as establish and maintain the protection of stored data according to the rules of Global and Local Payment Systems and other applicable regulations,

(vi) orderly keep, and store bookkeeping and accounting documents pertaining to sold goods and/or services, as well as documents on the delivery of such goods/services to the customer within the statutory time frame and in an appropriate manner, and provide all such documents to MONRI immediately upon its written request

(vii) the Contractual Partner understands and accepts that the Global and Local Payment Systems are the sole owners and holders of the right to use the marks of brands of cards that are the subject matter of this Agreement, and that they may, at any time, for whichever reason, and without previous notice, prohibit or limit the use and display of these marks by the Contractual Partner. The Contractual Partner waives its right to contest the aforementioned right of ownership and other rights of the Global and Local Payment Systems for whichever reason,

(viii) for the performance of Payment Gateway services from the Agreement, the Contractual Partner shall pay to MONRI the fees that will be agreed upon in the Agreement,

(ix) notify MONRI as soon as possible about any status, organizational or other changes relevant for the fulfillment of the Agreement (change of address, responsible person, point of sale, commercial bank, phone number, giro or foreign currency account number, etc.). Until the date of receipt of the notice, MONRI shall perform its obligations from the Agreement in the manner established by the Agreement,

(x) in relation to the goods which the Contractual Partner sells, i.e., the services it provides, any kind of liability of MONRI towards the Contractual Partner or any third person, on any basis, is excluded. MONRI is not liable for material or legal defects of items (goods, services) sold by the Contractual Partner, nor is it liable for delays in deliveries, damage, loss of items or any other damage. The Contractual Partner waives the right to claim any amount from MONRI on any basis related to the business of the Contractual Partner in relation to the bank or third parties, customers, carriers, etc. Any dispute that may arise between the Contractual Partner and the bank or User, carrier or any third person, the Contractual Partner shall resolve solely with the person with whom it has a dispute, and not with MONRI.

The Contractual Partner may not sell, transfer, disclose or in any way use i.e., make any materials that contain data on the User’s Payment Instruments, personal data or Transaction data available to third parties.

4. MONRI’S OBLIGATIONS

In addition to other obligations specified in the Agreement, MONRI undertakes to conduct the following activities and procedures, in accordance with the rules of the Global and Local Payment Systems:

(i) establish and maintain a safe system for the processing and carrying out of Payment Instrument Transactions between the Contractual Partner and the Financial Institution in a way that will ensure the protection of data on Transactions and Users themselves, all as prescribed and recommended by the rules on security standards of Global and Local Payment Systems; processing of other electronic transactions,

(ii) provide the Contractual Partner with entry of the Electronic Point of Sale into the 3D Secure program Verified by Visa and Mastercard SecureCode, and the processing of 3D Secure transactions,

(iii) manage data on Transactions and Users in accordance with the regulations of Global and Local Payment Systems and other applicable regulations, as well as establish and maintain the protection of stored data according to the rules of Global and Local Payment Systems,

(iv) regularly monitor changes in regulations related to the subject matter of the Agreement, which are prescribed by Global and Local Payment Systems, and ensure their appropriate implementation and application, as well as notify the Contractual Partner thereof,

(v) acquaint the Contractual Partner with its rights and obligations, as well as with the procedure for selling goods and services through the Electronic Point of Sale, all in the light of the rules of conduct prescribed by Global and Local Payment Systems,

(vi) to provide a phone number or e-mail address (specified in the Agreement) for the Contractual Partner, through which it will be able to receive valid information and clarification on the technical part of the Transaction implementation process, as well as report problems, the resolution of which is within the scope of MONRI ‘s service from these Terms,

(vii) enable to the Contractual Partner, upon its request, insight into data on Transactions carried out through the Contractual Partner’s Electronic Point of Sale, all in accordance with the regulations of Global and Local Payment Systems and statutory and other applicable regulations,

(viii) MONRI undertakes to provide the Contractual Partner with all the materials and instructions necessary for operating at the Electronic Sales Points,

(ix) service availability is within 99.5% of the time. In case of  problems, support and reporting of problems is available to the Contractual Partner at the phone number or e-mail specified in the Agreement, from 8:00 a.m. to 8:00 p.m. from Monday to Saturday, and on Sundays and days declared non-working in the Republic of Croatia. from 8:00 a.m. to 2:00 p.m. The service is considered unavailable in case of occurrence of Problem Level 0 according to the table as follows.

Problem Levels:

5. PAYMENT

MONRI shall issue monthly invoices to the Contractual Partner for the provided services through the eRačun service no later than the 10th day of the current month and they shall include the invoicing period of the previous month. The calculation of fees shall be done on the last day of the invoicing period, pursuant to the Agreement and the Contractual Partner shall pay the invoiced amount within 20 (twenty) days from the date of invoice, or else reasonably dispute the invoiced amount partly or in full within the same deadline. In case the Contractual Partner fails to dispute an invoice within the deadline, such an invoice shall be deemed approved. In case the Parties fail to reach an agreement about the disputed invoice within 25 (twenty-five) days from the date of issue, MONRI shall be entitled to suspend its performance under the Agreement until final resolution of this issue.

If the prices are stated in foreign currency, the payment shall be made in EUR equivalent at the middle exchange rate of Croatian National Bank on the date of invoicing.

The prices are stated without VAT, which shall be covered by the Contractual Partner in the amount which shall be stated in the invoice.

In the event that the Contractual Partner’s payment is more than 15 days overdue, MONRI is entitled to suspend the further execution of its obligations.

MONRI declares and Contractual Partner accepts that MONRI`s fees for the performance of the Agreement shall be adjusted by 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 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.

6. DELIVERY AND ACCEPTANCE

MONRI shall not be obligated to perform any services which are not explicitly specified in the Agreement and these Terms.

MONRI shall not be responsible for the correct and timely delivery of the goods/services in accordance with the Agreement if the Contractual Partner fails to meet any of its obligations under the Agreement.

Should the Contractual Partner 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, MONRI shall be entitled to charge the Contractual Partner as if the service has been performed, including sustained damage.

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 days, apart from cases of force majeure, the Parties shall agree upon new time frames.

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 above-specified delivery and acceptance documents, it shall be considered that the delivery and acceptance were performed without their signing on actual delivery date.

7. INTELLECTUAL PROPERTY

All intellectual property rights to the services of processing and carrying out E-commerce Transactions, implementation and use of the WSPay, WebPay system, including documentation, training materials and/or services, including but not limited to patents and other know-how and copyrights, trademarks, both registered and unregistered, owned and/or otherwise used by MONRI and all goodwill related thereto and related rights, are wholly and exclusively owned by MONRI, which is also the sole holder of intellectual property rights (“Intellectual Property Rights”).

Intellectual Property Rights may not be exploited, reproduced or used by the Contractual Partner, except as expressly permitted in the Agreement.

During the term of the Agreement, MONRI will establish for the Contractual Partner a non-exclusive and non-transferable right to use the items of Intellectual Property Rights in the territory of the Contractual Partner’s headquarters to the extent to which is necessary for the use of the contracted services.
When it is applicable with regard to the subject matter of the Agreement, subject to the payment of all fees under the Agreement, MONRI grants the Contractual Partner a non-exclusive, non-transferable license, which shall not be sublicensed, for the use of the WSPay and/or WebPay systems at the exclusively contracted Electronic Point of Sale where the service has been activated according to the Agreement, in the necessary scope with respect to the services under the Agreement and for the duration of the Agreement.

The Contractual Partner will not directly or indirectly, nor shall it allow it to any third party, carry out any activities relating to the software and the System without the written consent of MONRI (under the pain of nullity), including, but not limited to:
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 person insight into the items of MONRI intellectual property rights database structures.

8. THIRD PARTY SOFTWARE

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.

9. WARRANTY AND DAMAGE COMPENSATION

MONRI does not provide any warranties, nor does the Resolution Time apply for the elimination of problems, errors and/or defects, nor will MONRI be liable for the resulting damage in the following cases (i) unauthorized use (by unauthorized persons) of E-commerce Transactions, i.e. if any component of the Payment Gateway was used, installed, modified or repaired by anyone other than MONRI, without MONRI’s written consent, (ii) improper handling of the Payment Gateway, errors and accidents or negligence of the Contractual Partner, the Contractual Partner’s employees or third parties, (iii) malfunction and/or defect in the Payment Gateway or network connection that is not under the responsibility of MONRI, (iv) in case it is proven that the prejudices were caused by the poor exploitation of the Payment Gateway by the Contractual Partner, (v) in in case of force majeure.

In the above cases, save in the case of force majeure, the Contractual Partner shall indemnify MONRI for all the damages MONRI has incurred due to such conduct by the Contractual Partner.

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:

1. implied warranties of merchantability,
2. fitness for a particular purpose,
3. all warranties arising from a course of dealing, usage, or trade practice.

To the fullest possible extent under the applicable provisions of law, MONRI makes no warranty of any kind that the services will:

1. meet Contractual Partner’s, or any other person’s, requirements,
2. achieve any intended result,
3. be compatible or work with any other software, system, or other services,
4. be secure, accurate, complete, free of harmful code or error.

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 actual, direct, ordinarily predictable and proved damages.

None of the Parties shall be held liable for indirect, consequential damages, damages due to loss of data or 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.

MONRI shall not be held liable for direct or indirect losses of the Contractual Partner that arise from the services which are the subject matter of the Agreement and/or these Terms for the following:

• losses of the Contractual Partner that arise from the misuse of the Payment Gateway both by the Contractual Partner’s staff and by third parties;
• protection and storage of data in the Payment Gateway beyond the rules and regulations defined by PCI DSS and GDPR regulations;
• improper functioning of the Payment Gateway in the absence of conditions for its normal functioning
• fraudulent transactions of any kind
• use of stolen or lost Payment Instruments
• payments of amounts that exceed the account balances or the pertaining limits.

MONRI does not have the obligation to:

• carry out fraud monitoring or fraud prevention;
• carry out data protection and storage beyond the rules and regulations defined by PCI DSS and GDPR regulations;
• track misuses that arise from the use of Payment Instruments.

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.

MONRI shall not be held liable for damages resulting from the use of the services.

The reimbursement of the damage caused due to a failure to fulfil the obligations under the Agreement and/or these Terms 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. 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 Contractual Partner 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 value in the context of this clause shall be calculated by determining the average monthly invoiced amount in the Agreement period and then multiplying that value by the coefficient of 12.

In case of damages resulting from willful misconduct, gross negligence or damages suffered by MONRI due to Contractual Partner`s breaches of MONRI`s intellectual property rights, the damages shall be compensated in full.

10. DURATION, CANCELLATION AND TERMINATION OF THE AGREEMENT

Duration of the Agreement shall be determined in the Agreement.

The Agreement may at any time be mutually terminated in the form of a written agreement on the termination of the Agreement.

The Contractual Partner may terminate the Agreement without providing any reasons, at any time, but not before the period of 12 (twelve) months from the effective date of the Agreement has elapsed, in writing and with a 6-month notice period.

If the Contractual Partner terminates the Agreement, MONRI shall be entitled, in addition to charging a fee for services provided within the notice period from Article 5 of these Terms, to issue an invoice for the collection of a fee amounting to 6 average monthly invoices, and the Contractual Partner shall pay the aforementioned invoice within 14 days from the date the invoice was issued.

MONRI may terminate this Agreement without providing any reasons, at any time, in writing and with a 6-month notice period.

In case of gross breach of obligations, the diligent Party shall provide to the other Party a written warning with explanation, stating evidence and gravity of the breach committed, thereby designating a 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 this Agreement by a written declaration of will with the notice period of 30 days starting from the date of receipt of such declaration of will.

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“, in terms of the previous paragraph, 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.

Each Party is entitled to terminate the Agreement unilaterally, without a notice period, by providing a declaration of will in writing, if:

1. Bankruptcy, liquidation, forced settlement or administrative or enforced control procedure has been initiated against the other Party, or
2. a Party is forbidden to perform its business activities under a legally-effective final judgment, or
3. the other Party ceases its business operations permanently.

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:

1. in case the Contractual Partner fails to pay any of the liabilities owed to MONRI pursuant to the Agreement within a maximum of 60 (sixty) days from the invoice due date,
2. in case the Contractual Partner fails to pay at least two monthly instalments on time,
3. in case of a suspicion or evidence that the Contractual Partner or its employee are involved in acts of misuse, or that goods or services of illicit or inappropriate content are sold by the Contractual Partner or that goods or services of illicit or inappropriate content are sold through the Contractual Partner’s Electronic Point of Sale,
4. in case the Contractual Partner breaches any of the MONRI Intellectual Property Rights,
5. provide incorrect information in the Request for entering into business cooperation,
6. in case the Contractual Partner does not enter into an appropriate agreement with any Financial Institution within 14 (fourteen) days from the date of conclusion of the Agreement or terminates such an agreement with the Financial Institution i.e., the Financial Institution terminates it,
7. commits a Particularly Gross Breach of the Agreement.

In any case of the Agreement’s termination, all amounts due for the services already performed in full or in part and/or delivered goods, will fall due immediately and MONRI will be entitled to invoice the Contractual Partner accordingly. Termination of the Agreement shall have a future effect and shall not affect rights and obligations related to the already delivered services.

Termination of the Agreement shall have no impact on the Parties’ rights and obligations related to confidentiality of information and protection of intellectual property rights.

Upon termination of the Agreement for any reason by any Party or expiration of the Agreement due to lapse of the time specified in the Agreement:

1. all of Contractual Partner’s rights to use the services will immediately terminate;
2. Contractual Partner will return to MONRI or purge of all documentation or information delivered by MONRI;
3. Contractual Partner will return to MONRI any equipment that was outsourced for providing contracted service.

For the avoidance of any doubt, MONRI is not obliged to deliver and/or return any data/information to the Contractual Partner if the Contractual Partner has failed to pay all the fees pursuant to the Agreement and these Terms.

11. FORCE MAJEURE

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.

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, including, but not limited to:

• provisions of governmental bodies, war, coup, sabotages, embargo, natural (fires, floods, earthquakes, etc.) and social events (industrial actions), unavailability or interruption of telecommunications services, technical issues or issues with power supply, third party equipment malfunctions that affect the business operations of a Party, excluding the equipment supplied by MONRI for the Contractual Partner’s purposes, and all other events that do not depend on the will of the Parties, and the occurrence of which can lead to failure of the Parties to fulfill their obligations under this Agreement.

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.

During the force majeure event, all rights and obligations set forth in the Agreement shall be suspended.

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 fulfillment of the Agreement or the termination of the Agreement.

12. DATA CONFIDENTIALITY

Data and information with regard to the contractual relationship and to the subject matter of the Agreement, which is 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, the Agreement or these Terms. This obligation to preserve confidentiality will remain valid throughout the contractual period and after the termination thereof, for a period of 3 (three) years.

“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.

Either Party may disclose Confidential Information if:

1. 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;
2. the information was known to the Parties before entering into the Agreement and/or is known to the general public;
3. that Party obtains or has obtained such information from a third party authorized to reveal it;
4. the disclosure is necessary for that Party to be able to use the services of an auditor/legal advisor;
5. a Party was authorized to do so by the other Party in writing.

MONRI is authorized to disclose Confidential Information to other entities within the Asseco/Payten Group, without consent of the Contractual Partner.

Each Confidential Information submitted shall remain the property of 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.

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.

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.

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.

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.

13. ASSIGNEMENT OF RIGHTS

Any right, benefit or obligation arising from the Agreement or the Agreement in general 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.

MONRI is entitled to engage subcontractors for performance of the Agreement.

14. PERSONAL DATA PROTECTION

If necessary, 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.

MONRI is not liable for maintaining equipment or systems which are property of the Contractual Partner or protection of data related thereto in any way.

15. MARKET RESEARCH

MONRI reserves the right to process the information originated due to Contractual Partner`s use of service for the needs of statistical analysis related to market research and share and/or deliver such information to third parties in anonymized form. Personal data is not processed as part of such analysis. Also, it is ensured that there will be no disclosure of any information connected to any individual user of the System and that no individual user shall be directly or indirectly identified in the reports and analysis related to market research.

16. DISPUTE RESOLUTION

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.

MONRI and Contractual Partner 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.

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.

17. INDEPENDENCY OF THE PARTIES

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. 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.

18. FINAL PROVISIONS

The Parties shall notify each other immediately in writing by registered mail with a return receipt to the address provided in the Agreement in the following cases:

• if a competent regulatory body adopts a decision whereby a Party entirely or partially loses its capability to fulfill its obligations under this Agreement to the full extent, especially if MONRI loses its PCI DSS certificate and the Global and Local Payment Systems revoke its Type I TPP and/or TPSV status, or if the contractual relationship between MONRI and any Financial Institution relevant for the fulfillment of this Agreement, terminates on any basis;
• if one of the Financial Institutions loses its Global and Local Payment Systems license for card acceptance;
• if the Contractual Partner terminates an agreement with any Financial Institution.

In the event that there is a suspicion or evidence that the Contractual Partner or its employee i.e., another authorized person, is involved in acts of misuse, MONRI reserves the right to settle the possibly outstanding obligation towards the Contractual Partner, only after determining the amount of damage, in the amount reduced by the amount of incurred/determined damage.

MONRI reserves the right to determine and change the Authorization Limit of the Electronic Point of Sale and inform the Contractual Partner about it in writing.

Amendments to the Agreement shall be done solely in written form and they shall be signed by both Parties. There are no oral side agreements to the Agreement. By way of derogation from the preceding paragraph, the Parties agree that certain annexes to the Agreement may be amended without executing a separate annex to the Agreement and without signatures from both Parties, in the following cases:

• Annex 1 of the Agreement may be amended solely with respect to the changes in the Authorization Limit of the Electronic Point of Sale, by sending a notice on the limit change to the Contractual Partner by MONRI, using the contact email addresses specified in the Agreement. Annex 1 of the Agreement shall be deemed amended in line with the provisions of this paragraph with respect to the changes in the Authorization Limit of the Electronic Point of Sale after MONRI delivers to the Contractual Partner a confirmation of the change via email, and the new status of the Authorization Limit of the Electronic Point of Sale shall apply in accordance with the provisions herein.

For avoidance of doubt, the Parties agree that any other modifications to Annex 1 shall require a separate annex to the Agreement, signed by both Parties. These Terms shall come into effect on the date of their rendering.

MONRI reserves the right to amend these Terms. Any amendments to the Terms shall be made in writing. MONRI shall inform the Contractual Partner of its intent to amend these Terms at least 14 days prior to their entry into effect by e-mail or via web page of MONRI or in any other suitable manner. Contractual Partner is entitled to cancel the Agreement with a 14 days` notice period, by sending a written notice, in case it does not accept the amendments. Failure to cancel the Agreement within 14 days from the notification of amendments shall be deemed as Contractual Partner`s acceptance of amended Terms.

The warning, written declaration of will, as well as termination and/or cancellation 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 or 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.