Terms of Service - ITalk d.o.o.

Service Provider: ITalk d.o.o. za informacijske tehnologije Registration: MBS 081042440, OIB 54872935051 Address: IX. Južna obala 20, 10000 Zagreb, Croatia Contact: legal@italk.hr | +385 98 967 9022

Acceptance of Terms
Services Description
Engagement Process
Client Obligations
Payment Terms
Intellectual Property
Confidentiality
Warranties and Disclaimers
Limitation of Liability
Termination
Governing Law
Changes to Terms

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

Initial consultation (free, up to 1 hour)
Project proposal with scope and timeline
Acceptance via signed agreement or email confirmation
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

NO IMPLIED WARRANTIES: Services are provided “AS IS” except as expressly warranted. We disclaim all implied warranties including merchantability and fitness for a particular purpose.

NO GUARANTEE OF RESULTS: We do not guarantee specific business outcomes, revenue increases, or market success.

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

Negotiation: First attempt to resolve through good faith discussion
Mediation: If negotiation fails, non-binding mediation in Zagreb
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

Legal Inquiries: ITalk d.o.o. Attn: Legal Department IX. Južna obala 20, 10000 Zagreb, Croatia Email: legal@italk.hr Phone: +385 98 967 9022

General Inquiries: Email: hello@italk.hr CEO: ms@italk.hr

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