General Terms of Service.

1. General Provisions

These General Terms of Service (the "Terms") constitute the general terms of business (opći uvjeti poslovanja) and the standing offer of Red Cat Labs d.o.o. za usluge, a company incorporated under the laws of the Republic of Croatia, registered office at Ulica Petra Hektorovića 2, 10000 Zagreb, OIB 00036628211, MB 06278698, MBS 081714494 (the "Provider"), operating under the brand Red Cat Web.

These Terms apply to any legal entity, sole trader (obrt), or natural person — resident or non-resident of the Republic of Croatia — that orders the Provider's services (the "Client"; the Provider and the Client together, the "Parties").

These Terms are concluded under Croatian law, in particular the Civil Obligations Act (Zakon o obveznim odnosima, "ZOO") and, where the Client is a Consumer, the Consumer Protection Act (Zakon o zaštiti potrošača, "ZZP") and Regulation (EU) 2016/679 ("GDPR").

The current version of these Terms is published at redcatweb.com/terms.pdf and is effective from the moment of publication. The Provider may amend these Terms; amendments take effect upon publication and apply to contracts concluded after publication. Amendments do not retroactively alter the terms of an already-concluded Project unless agreed in writing.

By accepting these Terms (Section 4), the Client confirms that it has read and accepts them. A Client that does not accept these Terms must not order the Services.

2. Definitions

• Services / Works — website design and development and related services as specified in the Brief.
• Project — a discrete engagement defined by an accepted Brief.
• Brief / Specification — Annex 1; the agreed scope, deliverables, technical parameters and price of a Project; an integral part of the contract.
• Business Client — a Client acting for purposes related to its trade, business, craft or profession (legal entity, obrt, or self-employed natural person).
• Consumer — a natural person acting for purposes outside their trade, business, craft or profession, within the meaning of the ZZP.
• Support — the recurring maintenance services described in Section 11 and Annex 2.
• Acceptance — approval of a deliverable or stage under Section 8.
• Deliverable — the website files and materials produced under a Project.

3. Subject of the Contract

The Provider undertakes to provide the Services in accordance with the Brief, which is an integral part of the contract. The Client undertakes to provide the conditions, information and materials necessary for the Provider's performance, and to accept and pay for the Services rendered.

Hosting and domain are not part of the Services and are procured and paid for by the Client (Section 10). Support is a separate service that applies only if expressly ordered (Section 11).

4. Conclusion of the Contract (Acceptance)

The contract is concluded when the Client accepts these Terms. Any of the following constitutes acceptance:

• (a) submission of an order or enquiry via the Provider's website and the Provider's written confirmation; or
• (b) written confirmation by e-mail of acceptance of these Terms and the Brief; or
• (c) payment of the deposit under Section 6.

Pre-contractual information (Consumers). Before a Consumer is bound, the Provider shall provide, in a durable medium, the information required by the ZZP, including: the identity and contact details of the Provider, the main characteristics of the Services, the total price, payment and performance arrangements, the duration of the contract and conditions for termination, and the right of withdrawal and its exceptions (Section 5).

The contract enters into force upon acceptance and remains in force until the Parties have fully performed their obligations.

5. Consumer-Specific Provisions

This Section applies only where the Client is a Consumer. Where it conflicts with any other provision of these Terms, this Section prevails for Consumers. For Business Clients, this Section does not apply.

Right of withdrawal. A Consumer has the right to withdraw from the contract within 14 days without giving any reason, in accordance with the ZZP. The period runs from the day of conclusion of the contract. The Consumer may withdraw by an unequivocal statement sent to info@redcatweb.com.

Express request to begin performance. The Services consist of custom development produced to the Consumer's specifications. By accepting the contract and paying the deposit, the Consumer expressly requests that the Provider begin performance during the 14-day withdrawal period.

Loss of the right of withdrawal. The Consumer acknowledges that, in accordance with the ZZP: (a) where the Services are fully performed, the Consumer loses the right of withdrawal upon full performance, the Consumer having given prior express consent to begin and acknowledged this loss; and (b) the Services constitute goods/works made to the Consumer's specifications and clearly personalised.

Pro-rata payment on withdrawal before completion. If the Consumer withdraws after performance has begun but before full performance, the Consumer shall pay an amount proportionate to the Services performed up to the moment of withdrawal, calculated against the total Project price. The Provider shall refund any amount received in excess of that proportionate sum within 14 days.

Out-of-court dispute resolution. A Consumer may have access to out-of-court dispute resolution bodies.

6. Price and Payment

The price of the Services is set in the Brief and stated in EUR.

Tax status. The Provider is currently a small taxpayer not registered in the regular VAT (PDV) system; prices for domestic supplies are stated without PDV. For cross-border supplies, the applicable VAT treatment (including the reverse-charge mechanism, where applicable) applies under the relevant tax law.

Payment is deemed made when funds are credited to the Provider's account. On overdue amounts, the Provider is entitled to statutory default interest (zatezne kamate) at the rate prescribed by Croatian law. The Provider may suspend the Services or withhold deliverables where the Client is in breach of the payment terms.

Additional work (Section 9) is invoiced separately; the Provider begins additional work after receipt of 100% prepayment of its agreed price, unless agreed otherwise. Where performance becomes impossible through the Client's fault, the Services are payable to the extent of costs actually incurred by the Provider. For a Consumer, the pro-rata rule in Section 5 applies instead.

7. Client Materials and Content

The Client provides, before the start of Works, all information materials required for the Project (texts, images, photographs, data, logos, etc.). Text and markup in txt, doc, docx, html; graphics in jpg, png, gif, pdf, psd, svg; archives in zip.

If the Client lacks required materials, it may either commission their creation from the Provider (as additional work, Section 9) or instruct the Provider to use placeholder content.

The Client warrants that it holds all rights necessary to publish the information, images, photographs and trademarks it supplies. The Client resolves any third-party claims regarding such content and indemnifies the Provider against them.

Where Client content is not supplied on time, the Provider may insert placeholder or test content from open sources. The presence of placeholder content is not grounds to refuse Acceptance or to defer payment, where the Client failed to supply content within the agreed period. Materials supplied later than the structure-development stage, and content for sections with a management interface, are placed by the Client itself via that interface, save as the Brief provides.

8. Project Workflow and Acceptance

The Project is divided into stages per the Brief. The Provider informs the Client of progress and completion of each stage by e-mail to the address in the Brief.

The Client may raise objections to a completed stage by reference to a specific provision of the Brief. If the Client raises no objection within 3 business days of the completion notice, the stage is deemed accepted and the Provider proceeds to the next stage. The Parties sign Acceptance records (akti / zapisnici o izvršenim uslugama) for completed stages; a single record may cover several stages.

The Provider sends the Client a signed invoice and Acceptance record (electronic copy first acceptable). The Client signs and returns it within 3 business days, or submits written objections. If, within one month of dispatch, the Provider receives neither a signed record nor written objections, the Provider may sign the Acceptance record unilaterally.

Upon completion, the Parties sign a final Acceptance record. Within 5 business days of signing and full payment, the Provider delivers the completed website files in digital form. The Provider meets the agreed timelines but is not liable for delay caused by the Client's late provision of materials, approvals or decisions.

9. Changes and Additional Work (Scope Control)

If the Parties agree to change the scope, parameters or functionality compared with the Brief, they agree the revised price and timeline in an annex. If the Parties work to the original Brief, the price is not revised.

The Client may at any time propose changes to completed stages or to parameters described in the Brief. The Parties treat this as an order for additional work and agree its scope, additional price and timeline in an annex. Additional work includes, without limitation:

• (a) additional layouts/designs or changes to page layout, including changes to site structure or replacement of supplied materials;
• (b) creation, sourcing or preparation of text content;
• (c) development or integration of additional software modules;
• (d) development or rework of sections, pages or navigation;
• (e) adding or changing language versions, including consequent design/layout changes;
• (f) creation of, or integration with, databases and external systems;
• (g) migration to another platform;
• (h) processing of graphics; editing of Client text;
• (i) placing large volumes of data;
• (j) creating or sourcing information materials (texts, photographs);
• (k) inserting or replacing content after completion of the Project;
• (l) other services not described in the Brief.

Services that make completion of the Project as a whole impossible may not be removed from the agreed scope.

10. Hosting and Domain

Procurement and payment. Hosting and domain registration are procured and paid for by the Client and registered in the Client's own name and account. The Provider does not resell hosting or domains and does not hold the Client's hosting or domain accounts.

Selection and set-up. The Provider assists the Client in selecting hosting and the domain and may, at the Client's request, perform initial configuration as part of the Project or as additional work. Where the Client already holds a domain, the Provider uses the Client's existing domain.

Renewals and balances. The Client is solely responsible for monitoring balances, renewal dates and timely payment of hosting and domain fees. The Provider is not responsible for interruption, suspension or loss resulting from the Client's failure to maintain or renew hosting or the domain.

No SLA on third-party services. Hosting and domain services are provided by third-party providers. The Provider gives no uptime or availability warranty for such services and is not liable for their performance, outages, billing or terms (Section 14). The Client provides the access required for the Provider's work and retains ownership and control of all hosting and domain credentials.

11. Support and Maintenance (Subscription)

Applies only where the Client orders a Support plan. Support is separate from Project development.

Plans. The Provider offers Support plans set out in Annex 2, each with its defined scope, monthly/annual fee, included monthly work allowance, and response targets.

Scope (indicative — confirm in Annex 2). Support may include: CMS/plugin/security updates, backups, uptime monitoring, minor content/edit work up to the monthly allowance specified in Annex 2, and bug fixes for the delivered website.

Exclusions. Support does not include: new features or pages, redesigns, work caused by Client or third-party interference, recovery from issues attributable to hosting or third parties, or work outside the included allowance. Such work is additional work (Section 9).

Term, fees and termination. A Support plan runs for the period specified in the applicable plan and renews automatically unless terminated. Support fees are payable in advance per period; the Provider may suspend Support on non-payment. Either Party may terminate a Support plan on 30 days' written notice, effective at the end of the current period. Fees for the current period are not refundable, save as mandatory consumer law requires. Response targets in Annex 2 are targets, not guarantees, and do not constitute an availability warranty unless expressly stated as an SLA.

12. Intellectual Property

The Provider transfers to the Client the economic copyright in the website produced under the Project upon full payment and signing of the final Acceptance record. The transfer covers: the design and texts created by the Provider under the Project; the program code and markup created by the Provider per the Brief; and third-party photographs/materials whose acquisition was provided for in the Brief, within the limits set by their rightholders.

The transfer does not cover: code distributed under open-source licences (e.g. GNU GPL); code, modules or components purchased by the Provider and used in performance; and any solutions, designs or texts submitted for the Client's consideration but not adopted. Rights transferred are unlimited in time and territory, and the consideration for them is included in the Project price.

Copyright in materials supplied by the Client remains with the Client. The Client receives one final version of the website and one design layout (where one exists). Additional, conceptual or draft variants remain the Provider's property and may be acquired separately.

Portfolio right. The Provider may reference the completed website in its portfolio and demonstrate it for promotional purposes, and may place a discreet attribution link to redcatweb.com in the website footer in a manner that does not disrupt the design. The Client shall not remove this attribution without the Provider's prior written consent.

13. Warranties and Defects

The Provider shall, free of charge, remedy defects in the Works that do not conform to the Brief and that are identified before the Client's Acceptance of the relevant stage. The Provider shall, free of charge, remedy hidden defects (those not detectable on ordinary acceptance) reported within 30 days of signing the relevant Acceptance record.

Consumer non-conformity. For Consumers, the statutory liability for non-conformity (odgovornost za materijalne nedostatke) under the ZOO/ZZP applies and is not limited by the 30-day rule above.

The Provider is not obliged to remedy issues arising from Client or third-party interference, unauthorised modification, hosting/network problems, or accidental damage or deletion of files or databases outside the Provider's control.

14. Limitation of Liability

Subject to the carve-out below, the Provider's aggregate liability arising out of or in connection with a Project is limited to the total fees paid by the Client for that Project; and for Support, to the fees paid in the 12 months preceding the event giving rise to liability.

The Provider is not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of business, or loss or corruption of data, save where caused by the Provider's intent or gross negligence.

Carve-out. Nothing in these Terms limits or excludes liability that may not be limited or excluded under applicable law, including liability for death or personal injury caused by negligence, for intent or gross negligence, or any mandatory rights of a Consumer under the ZZP. The Client is responsible for the content of the website towards third parties (Section 7); the Provider is not liable for the content of information published on the website at the Client's direction.

15. Data Protection (GDPR)

Each Party complies with the GDPR and the Croatian Act implementing the GDPR (Zakon o provedbi Opće uredbe o zaštiti podataka).

Controller of Client data. The Provider acts as controller of the Client's own contact and billing data, processed for performance of the contract; processing is described in the Provider's privacy notice.

Processor of end-user data. Where the Provider processes personal data of the Client's end users on the Client's behalf (e.g. during development, migration or Support), the Provider acts as processor and the Parties shall enter into a data processing agreement (Annex 3) setting out subject-matter, duration, nature and purpose, categories of data and obligations under Article 28 GDPR. Neither Party shall process personal data in a manner that places the other in breach of the GDPR.

16. Confidentiality

Each Party shall keep confidential non-public information disclosed by the other for the purposes of the Project and use it only for performance, save where disclosure is required by law or by a competent authority. The Client shall not use or disclose to third parties draft design variants or layouts supplied for approval.

17. Force Majeure

The Parties are released from liability for non-performance caused by force majeure (natural disaster, fire, flood, blockade, embargo on export or import, changes in applicable law, acts of government or legislative bodies, armed conflict) that prevents performance. The affected Party shall notify the other without undue delay. A Party is not liable for breach occurring without its fault, where it proves it took all measures within its control for proper performance.

18. Term, Termination and Withdrawal

The contract is in force from acceptance until full performance. Termination does not release a Party from obligations that arose during its term. The contract may be terminated early by mutual written agreement; on early termination, mutual settlement is determined by a supplementary agreement.

Consumers. For Consumers, withdrawal is governed by Section 5 (including pro-rata payment); the non-refundable-deposit rule above does not apply.

The Provider may suspend or terminate the contract where the Client publishes unlawful content, content infringing third-party rights or honour, content contrary to Croatian or EU law, or where a competent authority so requires, or where the Client provided incomplete or false information on registration.

19. Communications

The Parties may conduct correspondence and exchange documents by e-mail to the addresses in the Brief. Confirmation of receipt is a reply by the other Party. Documents received by e-mail have the force of originals. E-mail correspondence is official correspondence evidencing the Works performed and may be used as official confirmation in any dispute. The Provider negotiates and agrees Project matters only with the Client's authorised representatives or the contact persons named in the Brief.

20. Miscellaneous

• Any arrangement beyond these Terms must be confirmed in writing by both Parties as an annex.
• The Provider may engage third parties to perform its obligations.
• If any provision is held invalid, the remaining provisions remain in force.
• The Brief, Annex 2 (Support) and Annex 3 (DPA, where applicable) form an integral part of the contract.
• The Client may not assign its rights or obligations without the Provider's written consent.

21. Governing Law and Dispute Resolution

These Terms and any contract under them are governed by the law of the Republic of Croatia.

Business Clients. The Parties submit disputes that cannot be resolved amicably to the competent court in Zagreb.

Consumers. Nothing in this Section deprives a Consumer of the protection of mandatory provisions of the law of the Consumer's country of habitual residence, or of the right to bring proceedings before the courts of that country, where such rights apply under Regulation (EU) No 593/2008 (Rome I) and applicable consumer law.

Provider Details

Annexes

• Annex 1 — Brief / Specification (per Project).
• Annex 2 — Support Plans (scope, fees, allowances, response targets).
• Annex 3 — Data Processing Agreement (where the Provider processes end-user personal data on the Client's behalf).