Terms of Service

Last updated: January 27, 2025 | Effective date: January 27, 2025

1. Acceptance of Terms

By engaging ITalk d.o.o. ("Company", "we", "our", "us") for software consulting services or using our website, you ("Client", "you", "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our services.

These Terms constitute a legally binding agreement between you and ITalk d.o.o. under Croatian law and applicable EU regulations.

2. Services Description

2.1 Software Consulting Services

We provide premium software consulting services including but not limited to:

• Software architecture and design
• Mobile application development (iOS, Android)
• Web application development
• API development and integration
• DevOps and cloud infrastructure
• Code review and optimization
• Technical leadership and mentoring
• Technology stack evaluation and selection

2.2 Service Delivery

Services may be delivered:

• Remotely via video conferencing and collaboration tools
• On-site at client locations (within EU)
• Hybrid arrangement as agreed

2.3 Availability

Standard business hours: Monday to Friday, 9:00 - 18:00 CET
Emergency support available with prior arrangement (additional charges apply)

3. Engagement Process

3.1 Proposal and Agreement

1. Initial consultation (free, up to 1 hour)
2. Project proposal with scope and timeline
3. Acceptance via signed agreement or email confirmation
4. 30% deposit payment to commence work

3.2 Project Execution

• Kickoff meeting within 5-10 business days
• Regular progress updates (weekly by default)
• Milestone reviews as per agreement
• Final delivery and handover

4. Client Obligations

The Client agrees to:

• Provide timely access to necessary systems and information
• Assign a point of contact for project communication
• Review and approve deliverables within agreed timeframes
• Ensure legal rights to any materials provided to us
• Make payments according to agreed schedule
• Maintain confidentiality of our proprietary methods

5. Payment Terms

5.1 Rates

• Hourly Rate: €180/hour (VAT excluded)
• Daily Rate: €1,440/day (8 hours)
• Monthly Retainer: €24,000/month (160 hours)
• Project-based: As per individual agreement

5.2 Payment Schedule

• 30% deposit upon agreement
• Milestone payments as agreed
• Final payment upon completion
• Monthly retainers paid in advance

5.3 Payment Terms

• Invoices issued upon completion of milestones
• Payment due within 30 days of invoice date
• Late payments subject to 0.5% monthly interest
• All prices exclude VAT (25% in Croatia)

5.4 Accepted Payment Methods

• Bank transfer (SEPA)
• Credit/Debit cards via Revolut Business
• PayPal (additional 3% fee)

6. Intellectual Property

6.1 Work Product

Upon full payment, all custom code and deliverables created specifically for the Client become the Client's property, except for:

• Pre-existing intellectual property
• Open-source components (subject to their licenses)
• Our proprietary tools and methodologies
• General knowledge and skills

6.2 License Grant

We grant the Client a perpetual, non-exclusive license to use any of our pre-existing IP incorporated into deliverables.

6.3 Portfolio Rights

We reserve the right to reference the engagement and display non-confidential work in our portfolio with Client's consent.

7. Confidentiality

7.1 Mutual Confidentiality

Both parties agree to maintain confidentiality of:

• Business strategies and plans
• Technical specifications and source code
• Customer data and personal information
• Financial information
• Any information marked as confidential

7.2 Duration

Confidentiality obligations survive termination for 5 years.

7.3 Exceptions

Confidentiality does not apply to information that:

• Is publicly available
• Was known prior to disclosure
• Is independently developed
• Must be disclosed by law

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• Services will be performed professionally and competently
• Deliverables will conform to agreed specifications
• We have the right to provide the services
• Our work will not knowingly infringe third-party rights

8.2 Bug Fix Warranty

We provide free bug fixes for 30 days after delivery for issues directly caused by our code.

8.3 Disclaimers

9. Limitation of Liability

9.1 Liability Cap

Our maximum liability for any claim shall not exceed the total fees paid by Client in the 12 months preceding the claim.

9.2 Exclusions

We are not liable for:

• Indirect, incidental, or consequential damages
• Lost profits or business opportunities
• Data loss (Client responsible for backups)
• Third-party service failures
• Force majeure events

9.3 Insurance

We maintain professional liability insurance of €1,000,000 and general liability of €500,000.

10. Termination

10.1 Termination by Client

• 14-day cooling period for consumer contracts (EU law)
• 7+ days notice: Full refund of unused prepaid hours
• 3-7 days notice: 50% refund of unused hours
• Less than 3 days: No refund

10.2 Termination by Us

We may terminate with immediate effect for:

• Non-payment beyond 60 days
• Material breach of terms
• Illegal or unethical requests
• Abusive behavior toward our team

10.3 Effect of Termination

• All outstanding fees become immediately due
• We will provide all completed work
• Confidentiality obligations continue
• Each party returns the other's property

11. Governing Law and Disputes

11.1 Governing Law

These Terms are governed by the laws of the Republic of Croatia and applicable EU regulations.

11.2 Dispute Resolution

1. Negotiation: First attempt to resolve through good faith discussion
2. Mediation: If negotiation fails, non-binding mediation in Zagreb
3. Jurisdiction: Trgovački sud u Zagrebu (Commercial Court in Zagreb)

11.3 Language

These Terms are in English. In case of translation discrepancies, the English version prevails.

12. Changes to Terms

We reserve the right to modify these Terms at any time. Changes become effective 30 days after posting on our website. Continued use of services constitutes acceptance of modified Terms.

13. Additional Provisions

13.1 Entire Agreement

These Terms and any signed project agreement constitute the entire agreement between parties.

13.2 Severability

If any provision is found unenforceable, the remainder continues in effect.

13.3 Assignment

Client may not assign rights without our written consent. We may assign to successors or affiliates.

13.4 Waiver

No waiver is effective unless in writing and signed by the waiving party.

13.5 Compliance

Both parties shall comply with all applicable laws including GDPR, export controls, and anti-corruption laws.

14. Contact Information