I. RECITALS

1.1. WAGNER TECHNOLOGY SOLUTIONS LLC., having its registered seat in Croatia, Donja Reka 34B, 10450 Jastrebarsko, PIN: 00677336004, establishes these Terms of Sale (hereinafter as the: “Terms”) with the purpose to make the potential clients and clients familiar with the terms and conditions of business cooperation.

1.2. These Terms relate only and exclusively to the clients which are natural (private) persons. For the business subjects, you can find the Terms of Sale here.

1.3. There Terms are construed in accordance with the national and EU regulations related to the contractual, consumers’, commerce and e-commerce legal relations.

1.4. For the purpose of the interpretation of particular expressions, the following words will have the meaning as it follows (definitions):

• “Terms” stands for these Terms of Sale related to natural/private persons and, specifying the legal terms and conditions between the Parties, as amended from time to time
• “Offer” stands for a information provided by the Service Provider to the Client upon the Client’s inquiry, specifying the type of the services to be performed for the Client and amount of the compensation for such services. The Offer can be sent as a formal document to the Client or informally (e.g. within the email communication or other means of communication in writing)
• “Agreement” stands for the binding contractual relationship where the Service Provider is obliged to perform the Service under the Offer and the Client is obliged to pay the Compensation under the offer. The rights and obligations in this contractual relationship are defined by the commercial terms in the Offer, legal terms in these Terms, as well as by additional agreements concluded by the Parties (if any) and by the provisions of the relevant laws applicable to the Agreement
• “Client” stands for a natural/private person (not business subject) interested in or using Service Provider’s services or private persons who are already existing Service Provider’s clients – if you are a business subject please see the Terms of Sale for business subjects
• “Party” or “Parties” stands for the Client and Service Provider commonly or individually
• “Service Provider” stands for WAGNER TECHNOLOGY SOLUTIONS LLC., having its registered seat in Croatia, Donja Reka 34B, 10450 Jastrebarsko, PIN: 00677336004
• “Service” stands for the professional actions performed by the Service Provider to the Client remotely and related to the software (and not hardware) issues, as specified in the Offer
• “Compensation” stands for the compensation amount for the Service, as specified in the Offer

II. GENERAL COMMERCIAL AND LEGAL TERMS

2. Service and Compensation; Agreement conclusion

2.1. Service Provider’s professional service are listed on the web-page wagnertechnologysolutions.com. List of the Services listed therein is not exhaustive. Upon the Client’s inquiry, the Service Provider can offer and perform the services similar and/or compatible to those expressly listed on the web-page. Service Provider performs the Service remotely. Service Provider performs the Services only when related to software, not hardware issues.

2.2. Service Provider neither guarantees for its availability upon receiving the Client’s inquiry, nor the Service Provider would be deemed legally obliged by such inquiry. Request for professional support directed from the Client to the Service Provider can only be deemed as request to send the Offer.

2.3. Upon the Client’s inquiry, the Service Provider sends its response on availability and/or contacts the Client in order to obtain more details regarding the Client’s needs and/or sends the Offer.

2.4. The Service Provider has right to reject the provision of the required Service in any case and for any reason.

2.5. The Offer sent by the Service Provider to the Client contains the exact service that will be provided by the Service Provider and does not include any other connected service.

2.6. The Offer sent by the Service Provider to the Client contains either exact amount of the Compensation for the performance of the Service or (in certain cases where specifically designated in the Offer) exact criteria for the calculation of the Service. The Compensation does not include the international bank transfer costs, conversion and similar costs and such costs are borne by the Client.

2.7. The Agreement is deemed concluded when the Client confirms the Offer.

2.8. By accepting the Offer and entering into the Agreement with the Service Provider, the Client confirms that it has read and understand these Terms about which the Client was expressly warned by the Service Provider in the Offer.

2.9. When the Offer is accepted and Agreement is concluded between the Parties, these Terms are deemed integral part of binding contractual relationship between the Parties. These Terms can be derogated only by the explicit agreement between the Parties.

3. Other statements and warranties

By accepting the Offer the Client expressly and irrevocably confirms the full understanding of the following terms and conditions of the Service:

• that the Service includes only and exclusively the performance of the Service explicitly stated in the Offer, and not any other and/or related service;
• in case where the Service is not defined i.e. is defined only by the sum of hours
• in which the Service will be provided, the comprehensiveness of the Service depends on the sum of Service Provider’s working hours requested by the Client;
• that the Service can only be remotely performed and not on spot
• that the consultation includes only software, and under no circumstances hardware aspects

4. Subcontractors and business partners/contacts of Service Provider

Subcontractors of Service Provider

4.1. In ordinary business operations, the Service Provider can  engage the subcontractors in order to perform the Service Provider’s obligations undertaken by entering into the Agreement with the Client.

4.2. In case where the Service provider would engage subcontractor, the Service Provider remains directly liable to the Client, notwithstanding whether the particular Service or part of the Service was performed by subcontractor or Service Provider itself.

Business partners/contacts of Service Provider

4.3. In ordinary business operations where the Service Provider estimates that the Client would (for any reason) need the service other than the one which Service Provider could perform for the Client or if the Service Provider is not available to provide the Service for any reason, the Service Provider can recommend some of its partners/ business contacts for such services. Service Provider is not obliged to make such recommendation.

4.4. In case where the Service Provider would recommend some of its business partners/business contact, the Service Provider makes such recommendation on the basis of its professional opinion on those partners/contacts and/or on its prior professional experience with them. However, the Client undertakes the full responsibility for the final choice and/or for engaging the Service Provider’s recommended business partner/contact. Under no circumstances the Service Provider could be held liable neither for the choice and/or engagement of any Service Provider’s business partner and/or contact, nor for the any action and/or omission and/or performance/results of such business partner and/or contact.

5. Liability

5.1. The Service Provider will be deemed liable for the damages incurred by the Client in cases the damages are result of the Service Provider’s performance committed by intention or gross negligence. Ordinary negligence of the Service Provider is excluded from the liability.

5.2. The Service Provider can not be deemed liable in the following cases:

• in case where the Client incurred the damages connected to the function/feature for which the Client did not engage the Service Provider i.e. for the function/feature falling out of the scope of the Service designated in the Offer,
• in case where the Client incurred the damages connected to the function/feature which could not have been reasonably diagnosed by the Service Provider within the hours of the Service agreed in the Offer and paid by the Client,
• in case where the  Client incurred the damages connected to the function/feature about which the Client had some information/awareness but did not disclose it to the Service Provider,
• in case where the Client incurred the damages connected to hardware.

6. Unilateral termination of the Agreement

6.1. The Agreement concluded remotely can be unilaterally terminated by the consumer (the Client) without designating the reason for the termination. The unilateral termination can be declared by the Client within 14 days from the conclusion of the Agreement, starting as of the day after the Agreement has been concluded/ the Offer has been accepted.

6.2. The notice on the unilateral termination of the Agreement needs to be sent to the Service Provider via email support@wagnertechnologysolutions.com, unambiguously informing the Service Provider that the Agreement is unilaterally terminated by the Client.

6.3. In case where the Client would unilaterally terminate the Agreement, the Service Provider will pay back to the Client the amount of the Compensation received by the Client. The Service Provider is due to make the payment via bank transfer and only in the amount of the Compensation designated in the Offer. Client bears all costs related to the international bank transfers, conversion costs etc. The Service Provider will pay the Compensation back to the Client within 14 days as of the day when Service Provider had received the termination notice from the Client.

6.4. The Agreement can not be unilaterally terminated if the Service Provider has already performed the Service or has already started performing the Service. In case where the Service can be performed in parts and the Service Provider has already performed a part of the Service, the Agreement can not be unilaterally terminated with respect to the performed part of the Service.

7. Consumers’ objections

The consumer (the Client) has a right to file an objection to the Service Provider in case of deficiency/ imperfection of the Service. Objection can be filed at email address support@wagnertechnologysolutions.com. In such case, the Service Provider will send the written answer to the Client within 15 days as of the date of the objection receipt.

8. Termination of the Agreement

8.1. In cases where the Parties agreed on the continuous Service for indefinite time period, (e.g. maintenance or any other service which is not one-term and/or is agreed on continuous and/or repetitive basis) each of the Parties has a right to, without specifying the reason unilaterally cancel the Agreement with 6-month termination period, starting as of the day when another Party had received the termination notice from the terminating Party.

8.2. Continuous Service agreed on definite time period can not be unilaterally cancelled  by any of the Parties.

8.3. Each of the Partes has a right to terminate the Agreement due to the breach of these Terms and/or provisions of the Agreement and/or expected practices of prudent businessman. Regularly, the Party suffering the breach is due to to give additional 15-day period to the breaching Party to make necessary compliance and/or actions to repair the breach and/or similar actions. If the breaching Party does not make such actions, the Agreement will be deemed terminated upon the expiry of 15-day perid mentioned hereinabove. Exceptionally, in cases where, due to the breach, another Party suffers significant damage of any kind and/or if further cooperation, taking in mind all circumstances of the case, is significantly jeopardized, the suffering Party can terminate the Agreement without leaving 15-day period to the breaching Party.

III. DATA PROTECTION TERMS

9. In cases where the Service Provider performs one-term Service

9.1. In case where the Service Provider performs one-term Service during which it might have the access to personal data contained therein, according to the General Data Protection Regulation (“GDPR”) the Service Provider has a role of a “recipient” of personal data contained therein. This means that Service Provider has only particular and accidental access to the personal data (if any) in course of performing the Service. In such cases the Service Provider does not have any specific data protection obligations other than one to act as a prudent businessman  and  to keep all the personal data confidential.

9.2. For avoidance of any doubts, one-term Service for the purposes of these Terms stands for any Service provided by the Service Provider to the Client on one-term basis (meaning no continuously contracted weekly/monthly/annually and similar permanent/continuous services). One-term Service for the purposes of these Terms stands also for each one-term Service in situation where the Parties developed business relationship in which Service Provider occasionally  performs one-term Services for the Client. 

10. In cases where the Service Provider performs continuous Service

10.1. In case where the Service Provider performs continuous Service during which it might have the access to personal data contained therein, according to the General Data Protection Regulation (“GDPR”) the Service Provider has a role of a “controller” of personal data contained therein. This role implies the Service Provider’s obligation to provide certain information to the Client as it follows:

• the Service Provider has access only to the personal data provided by the Client and/or available in the Client’s computer system;
• processing personal data contains mere Service Provider’s possibility to access the personal data stored in Client’s computer system; the Service Provider does not make any copies and/or alterations of the personal data;
• the legal basis for the processing the personal data is contractual relationship between the Parties and the Service Provider will not use them for any other purpose;
• Service Provider will not store personal data outside the Client’s computer system and Service Provider will have the access to data only during the term of providing the Service after which the personal data will not be available to the Service Provider; exceptionally, if the back-up services are expressly agreed, the Service Provider will properly store the data only for the period in which the back-up service is agreed
• the identity and data from the Offer and corresponding invoices will be disclosed to the external accounting service for the bookkeeping purposes; under regular business circumstances, the Service Provider can transfer and/or enables the access to the personal data to other business subject (subcontractor) with the purpose of providing the more efficient Service
• the Client has a right to access, rectification, erasure and objection to processing its personal data; any inquiry can be sent on email address support@wagnertechnologysolutions.com The objection can be also filed to the Croatian Personal Data Protection Agency (Zagreb, Selska cesta 136)

IV. APPLICABLE LAW, DISPUTE RESOLUTION

11. Applicable Law

Law applicable to these Terms and contractual relationship between the Parties in entirety (including all potential issues arising out or related to such relationship)  will be substantive law of the Republic of Croatia, excluding the collision rules of private international law.

12. Dispute Resolution

12.1. The Parties will, in good will and in amicable manner try to solve any disputes arising out or in connection with these Terms and/or performance of rights and duties arising out or in connection with the Service and/or, including but not limited to (in)validity, breach or termination or any legal consequences arising thereof.

12.2. If the Client is resident of EU state, Liechtenstein, Norway or Iceland, the Client can start the proceedings for the amicable dispute resolution on internet platform https://ec.europa.eu/consumers/odr/main/?event=main.home2.show.

12.3. In case where amicable resolution of the dispute is not possible, Parties will resolve the dispute in front of the competent court in Croatia, Zagreb.

V. MISCELLANEOUS

13.1. These Terms are regularly updated with purpose of further clarifications if needed and/or in order to adapt the Terms to possible amendments and improvements of Service and/or business operations of the Service Provider.

13.2. All updates will be created and published in the same manner as these Terms at least 8 days before the amendments of the Terms would enter into the force. Each amendment of these Terms will designate the date as of which the amendments will be applicable.

13.3. For all clarifications and uncertainties regarding the meaning of the rights and duties and/or terms and conditions arising out of these Terms, please contact the Service Provider at the email address support@wagnertechnologysolutions.com

Last time updated on 30 September 2020