The following General Terms of Business apply to agreements between INSPO Consulting d.o.o., Ulica Metela Ožegovića 17, Zagreb, Republic of Croatia, registered with the Court Registry of the Commercial Court in Zagreb under MBS: 081590741, OIB: 98209356341 (“INSPO Consulting“) and the individual, partnership, company, or other organization that instructs or engages INSPO to provide its services under these Terms (“Client“).

Definitions

“Confidential Information” means all information (whether or not recorded in documentary form or stored on any electronic, magnetic, or optical disk or memory, cloud etc.) relating to the business, products, affairs and finances, trade secrets including, without limitation, technical data and know-how relating to the business of Parties or any of their business contacts, including in particular (by way of illustration only and without limitation) any designs, images, technical details or components of products, details of pricing or discount structures, details of contact names and details for clients, employees, customers and/or suppliers, any intellectual property.

“Agreement” means any written or oral contract for the provision of Services between INSPO Consulting and the Client, which shall be governed by the Terms herein.

“Intellectual Property” means any copyright, rights in designs, database rights, domain names, trademarks, service marks, patents, or any applications for any of the preceding, know-how, or similar rights or obligations (whether registerable or not), including moral rights as defined in applicable Croatian and EU Laws, or any other intellectual property rights as may be in force from time to time in respect of items including but not limited to any goods, inventions, designs, databases, images, processes or otherwise belonging to the Parties.

“Parties” means INSPO Consulting and the Client.

“Party” means INSPO Consulting or the Client, as necessary.

“Services” means the HR services that INSPO Consulting is contracted to complete, and which are set out in writing between the Parties and which may include, but are not limited to assistance with Disciplinary, Grievance, Capability or other procedures for or in managing the Client’s workforce, HR process audits, preparing policies, processes, procedures or other documentation relating to the employment of individuals within the Client’s business, employee reward and recognition schemes, health audits, event organization and/or any other work that INSPO Consulting may undertake from time to time.

1. Acceptance
   1. These Terms shall apply to and form the basis for any and all Agreements entered into with INSPO Consulting for the supply of Services and shall regulate any dealings between INSPO Consulting and the Client. They are deemed to be accepted by the Client at the moment of conclusion of Agreement in full and without modification unless otherwise agreed upon by the Parties.
   2. These Terms shall prevail over any other business terms documented or communicated by the Client.
   3. INSPO Consulting reserves the right to withdraw or otherwise amend any quotation prior to the Client’s acceptance in accordance with clause 1.2 above.
2. The Client’s Obligations.
   4. The Client shall:
3. Unless otherwise agreed upon in writing, provide INSPO Consulting exclusive instruction to provide the Services.
4. Provide at its own cost any venue and suitable facilities INSPO Consulting may require to complete any Service from the concluded Agreement.
5. Obtain any necessary licenses, permissions, or consents INSPO Consulting may require to complete any Agreement, at its own cost.
6. Provide INSPO Consulting promptly with full instructions, responses to any questions that it may raise, and access to any documentation that it may reasonably require and otherwise use its best endeavors to cooperate fully to enable it to provide Services and complete the Agreement.
7. Pay any fee to INSPO Consulting in accordance with clause 4 hereto.
8. INSPO Consulting’s Obligations
   5. INSPO Consulting shall provide the Services and complete the work under the Agreement professionally and on time, utilizing its skills and experience as a HR Consultancy provider.
9. Fees
   6. In consideration of INSPO Consulting providing the Services, the Client agrees to pay INSPO Consulting a fee, which is agreed in writing in the Agreement to which these Terms are attached. If INSPO Consulting becomes required to carry out any additional Services, which will be subject to annex, INSPO Consulting shall, unless otherwise agreed in writing, charge an additional fee.
   7. In addition to the fees, the Client shall also be liable to pay to INSPO Consulting:
10. Any disbursements incurred by INSPO Consulting in accordance with the Client’s instructions.
11. Any expenses, which shall, if applicable, be agreed in advance, including but not limited to travel and accommodation, incurred by INSPO Consulting under any Agreement.
    3. Any fees and expenses shall be invoiced either upon a monthly basis, or upon completion of any of the Services. INSPO Consulting reserves the right to raise interim invoices in respect of any Services provided. Any delay in raising any invoice will not amount to a waiver of INSPO Consulting’s rights hereunder.
    4. All fees shall be payable within 8 days from the date of the invoice.
    5. All fees are subject to Value Added Tax (‘VAT’) and any other applicable taxes that may be in force from time to time.
    6. In the event of late payment of any invoice, INSPO Consulting shall:
12. Charge interest, on all outstanding fees at a default legal interest rate per month.
13. Be entitled to withhold provision of any further Services under any Agreement with the Client pending receipt of payment in full of those fees, together with any interest, charges, or other sums which may be payable.
14. Termination
    7. Another Party may terminate the Agreement between the Parties by providing to the other no less than 30 days’ notice, provided at any time, in writing.
    8. However, in the event that the Client terminates any instructions or Agreement before the completion of the Services, then the Client will be liable to pay INSPO Consulting a sum equal to the value of any expenses or disbursements that have been incurred by INSPO Consulting, whether or not agreed in advance.
    9. In the event that the Client terminates this Agreement or otherwise cancels any appointment or scheduled activity within 10 working days of the appointment or scheduled activity, the Client will remain liable for the cost of the appointment or scheduled activity in full to cover the costs already incurred by the Company, together with the reallocation and cancellation time. In the event that the Client reschedules the appointment or scheduled activity on a single occasion, INSPO Consulting shall reduce those costs by 50%.
15. Restrictions
    10. In consideration for INSPO Consulting providing the Services, it is an express condition that the Client shall not:
16. During the period of any Agreement between the Parties and for a period of 12 months immediately following the provision of any Services, the Client will not save with the prior express written consent of INSPO Consulting, either its own account or on behalf of any other person or firm or company or other organization directly or indirectly solicit or induce or canvass or influence or employ, contract with or other interfere with or endeavor to entice away from INSPO Consulting any person who is or has been an employee or consultant or freelance worker of INSPO Consulting with whom the Client has had contact in the provision of any Services during the preceding 12 months.
17. At any time in the future, sell, use (save in the course of its normal business), disclose, or otherwise pass off as its own any document, structure, system, Intellectual Property, Confidential Information, or other information which belongs to INSPO Consulting, and which has come into the Client’s possession as a result of any Agreement. Nothing shall prevent it from using or otherwise discussing or disclosing such information as may come into the public domain through other means other than in breach of these terms.
    2. The Parties agree that each of the restrictions set out in clause 6 is separate and severable. The restrictions are considered by the Parties to be reasonable in all the circumstances and go no further than to protect the legitimate business interest of INSPO Consulting. However, if any of the restrictions shall be adjudged to be invalid and/or ineffective, if part of the wording were deleted, if it did not apply to a particular person or firm or company or companies or other organization, or if the period, therefore, is reduced or the area thereof reduced in scope, they shall apply with such modifications as may be necessary to make them valid and effective.
    3. The Parties agree that damages for breach of this clause 6 may not adequately protect or compensate INSPO Consulting for the damage sustained. In such circumstances, INSPO Consulting reserves the right to seek damages, and the Client accepts that such remedy may be appropriate in the circumstances.
18. Confidentiality
    4. Each Party undertakes that it shall not, at any time during the term of this Agreement, and for a period of three years after termination of this Agreement, disclose to any person any Confidential Information, except as permitted by clause 7.2.
    5. Each Party may disclose the other Party’s Confidential Information:
19. if i) it is already known to or in the possession of the recipient; ii) it was disclosed to the recipient by a third party; iii) it is independently developed by the recipient or for the recipient, as documented in the recipient’s records; iv) it later becomes part of the public domain, unless this occurs due to a breach of this Agreement; v) it is already published or otherwise available in the public domain at the time of disclosure, or
20. as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
    3. No Party shall use any other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
21. Limitation of Liability
    4. Nothing in these terms and conditions shall limit or exclude the Client’s liability for fraudulent and/or dishonest business practices that incur damages to INSPO Consulting.
    5. Subject to clause 8.1, INSPO Consulting shall not be liable to the Client, in extent permitted by the applicable law, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or any indirect or consequential loss arising under or in connection with any Agreement between the Parties.
    6. Subject to clause 8.1, INSPO Consulting’s total liability to the Client in respect of all other losses arising under or in connection with any Contract between the Parties, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the amount paid by the Client to INSPO Consulting under the Agreement in the time period of 12 months.
22. Amendments
    7. No amendments of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).
23. Entire Agreement
    8. This Agreement constitutes the entire agreement, along with applicable privacy policy, between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
    9. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
24. Notices
    10. Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address jelena@inspo-consulting.hr as specified in the Agreement.
    11. Any notice shall be deemed to have been received:
25. if delivered by hand, on signature of a delivery receipt, or at the time the notice is left at the proper address;
26. if sent by pre-paid first-class post or other next working day delivery service at 9.00 am on the second business day after posting or at the time recorded by the delivery service. If such service is, due to vis major, unavailable – notice shall be deemed to be received on the second day after it has been finally delivered (subject to official confirmation by the postal services provider);
27. if sent by email at 9.00 am on the next business day after transmission.
    3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
28. Third-party rights
    4. No one other than a Party to this Agreement shall have any right to enforce any of its terms.
29. Governing law
    5. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Republic of Croatia.
30. Jurisdiction
    6. Each Party irrevocably agrees that the competent court, according to the registered seat of INSPO in the Republic of Croatia, shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.