GENERAL TERMS AND CONDITIONS OF EDITEL d.o.o. ZAGREB PIN (OIB): 83968467490 FOR PROVIDING E-BUSINESS SERVICES VIA eXite®
1) The contractual relationship relating to the provision of e-business services via the eXite® business network according to the current Services Specification, recommendations by international organisations, and e-business standards (GS1, ISO, UN/EDIFACT, GCI, ECR, etc.) with the company EDITEL d.o.o. (hereinafter “Editel”), shall be established by exchanging the signed Application Form for e-Business Services between Editel and the service user, and by installing and activating the necessary software in order for the user to be able to use the service, provided that such software is required for service use.
2) The contractual relationship shall be considered duly established through authorised representatives if Editel confirms the receipt of the application form from the user. Contractual documentation may be delivered to Editel in paper form (certified and signed by an authorised person) or by electronic means (signed electronically by an authorised person in PDF format or physically signed and stamped, and scanned in PDF format). Editel undertakes to send the confirmation of receipt of the contractual documentation (application form) by electronic means, to the user’s e-mail address indicated in the application form.
3) Any amendments to the contractual relationship referred to in the previous item of these General Terms and Conditions shall be carried out by exchanging the signed subsequent application forms for services in the same way: through exchange of documentation by e-mail or physical exchange of signed and certified copies of any subsequent application forms.
4) Alongside e-business services, Editel also sells different software required for using the e-services and interconnection with the services and standards of business partners of the client, to be contracted through application forms specified in the previous items of these General Terms and Conditions.
5) The contractual relationship between Editel and the user is confidential, and both Parties accept these General Terms and Conditions in agreement to protect all documentation, know-how and any other information relating to the subject of the contractual relationship which would not have been disclosed to them but for the existence of the contractual relationship, and constituting a business secret whose disclosure may give rise to liability under the law (Civil Obligations Act, OG 35/05, 41/08, 125/11, 78/15, 29/18, 126/21, Criminal Code, OG 125/11, 144/12, 56/15, 61/15, 101/17, 118/18, 126/19, 84/21).
6) Each Party may use the data and information received from the other Party solely for the purpose of performing the services, or the activities constituting the subject of the contractual relationship, whereby all computer software and documentation, irrespective of the storage medium or storage format, necessary for performing the services under the contract between Editel and the user, shall constitute the sole property of Editel and its subcontractors, partners, or authors, unless the application form establishing the contractual relationship expressly specifies differently. All software, data and documentation required for performing the services, whether protected by a trademark or service mark or any intellectual property right, is intended for use only by the user and may not be transferred to a third party, and shall be treated as a business secret of Editel, its subcontractors, or authors and the user. Intellectual property rights are reserved and belong to the contractor, subcontractor or author even if the services and/or documentation were developed exclusively and specifically for the purpose of performing the services under the application form for a certain user.
7) The contractual relationship with the user shall enter into force and take effect on the day Editel confirms the receipt of the application signed by the user and installs and activates the software required for using the e-business services indicated in the application form, and shall be concluded for an indefinite period of time. Either Party may cancel the contractual relationship with a notice period of thirty (30) days from the date of receipt of the written notice. The notice period shall begin to run on the day of receipt of the written cancellation notice, no later than within 8 days of the date of depositing the registered mail at the post office. Editel may temporarily deny a user access to the eXite® system or terminate the contractual relationship with immediate effect (without notice) if the user fails to comply with the provisions arising from the contractual relationship or abuses it for illegal purposes. In case of termination of the contractual relationship, the user undertakes to return to Editel all documentation, equipment and programmes, and any complete or partial copies, corrections or changes thereof. Editel shall confirm the receipt of the said documentation, equipment and programmes from the user in writing, otherwise they shall not be deemed duly submitted. Upon termination of the contractual relationship, Editel shall have the right to permanently deny the user access to the eXite® system and delete all data and authorisations granted to the user for the purpose of using the equipment and/or contracted services. Provisions on delivery shall apply to the delivery of the notice of termination and withdrawal of the access to the eXite® system, as well as in case of ordinary cancellation, and, provided that they are complied with, the other Party shall be deemed duly notified of the contract termination.
8) By entering into a contract based on the signed application form, the user accepts and agrees to the price list of services specified in the Services Specification in the application form, which forms the basis of the contractual relationship. The Services Specification may include the specification number of the annexes with the description and prices of the services. The price list published on the Editel website shall be deemed to apply to any prices not specified in those annexes. The costs of use of telecommunication networks required for using the electronic business services offered by Editel, through which the user connects to the eXite® system, shall be charged as costs of those networks according to the rules and price lists set by their owners, and any changes thereof (for which Editel is not responsible) shall not be subject to the provisions of these General Terms and Conditions relating to price changes. If the user refuses to accept the price increase for which Editel is not responsible, they shall have the right to cancel the contractual relationship with Editel according to the rules on ordinary cancellation. For the purpose of the contractual relationship with Editel, third parties such as telecommunication network providers and other undertakings required for using the electronic business services offered by Editel, through which the user connects to the eXite® system, shall not be considered subcontractors of Editel, taking into account that Editel has no legal or actual relevant influence on their business.
9) Editel may change the service prices as specified in its current Services Specification if the costs of Editel substantially change and/or the price change is caused by a changed scope of service performance and/or content or changed economic conditions. Editel shall notify the user in writing of any change in prices at least forty-five (45) days in advance according to the rules on
delivery laid down for cancellation herein. In that case, the user reserves the right to cancel the contract in writing within a further period of 30 days from the date of receipt of the price change notification, otherwise the user shall be deemed to have agreed to the price according to the price change notification. If the user cancels the contract as a result of the price change, they shall fulfil all the remaining obligations arising herefrom in accordance with the provisions on ordinary cancellation.
10) The user undertakes to pay Editel for the services according to the valid prices and conditions of the Services Specification and the contractor’s price list. Services relating to fees, electronic business and maintenance shall be paid based on invoices to be issued by Editel by the last day of the month for the current month, or within the agreed period, with payments made within fifteen (15) days from the date of issuing the invoice. Services relating to taking out subscriptions, equipment and/or other services shall be paid based on invoices to be issued by Editel within fifteen (15) days from the date of issue. The prices and tariffs shall be stipulated in the price lists exclusive of VAT, unless explicitly stated otherwise, in which case VAT shall be calculated according to the law. If the user fails to meet their obligations within fifteen (15) days from the date of issuing the invoice, Editel may notify the user in writing of the suspension of the services not paid for by the user. If the user fails to meet their obligations within further fifteen (15) days, the contractor may cease to perform any services and/or terminate the contractual relationship without notice. Editel shall have the right to charge statutory default interest, handling and administrative costs for untimely payments according to the conditions stipulated in its price list, as well as a late payment fee prescribed by the law.
11) The eXite® system shall be available 24/7 (twenty-four hours a day, seven days a week). The eXite® system will be unavailable for routine maintenance every Sunday from 6 p.m. to 12 a.m. Editel undertakes to ensure the operation and routine maintenance of the eXite® system, enabling the user uninterrupted performance of all leased and agreed services. Editel shall provide the user with a seven (7) day notice sent to the e-mail address for regular communication prior to any planned interruption of service of the eXite® system expected to last more than two (2) hours. Editel shall provide the user with a minimum thirty (30) day notice sent to the e-mail address for regular communication prior to any changes in working patterns or upgrades of existing eXite® system functions used by the user. Editel shall continuously monitor the proper operation of the eXite® system, the content and quantity of the services, and upgrade the required infrastructure. Any reported malfunctions or disruptions to the eXite® system shall be remedied by Editel as soon as possible, or within a reasonable time and subject to availability, and a temporary alternative way of providing services shall be provided, making sure to prevent loss or alteration of messages. Throughout the duration of the contractual relationship, Editel may cease to provide any services that are unavailable and/or not contained in Editel’s offer and/or have been replaced by another, higher-quality service. Editel shall not cease the performance of leased and agreed services that are obsolete or are no longer available without prior written thirty (30) day notice to the user in accordance with the rules on delivery laid down for ordinary cancellation herein. Editel shall not be liable for disruptions or errors affecting the eXite® system arising from fortuity, force majeure or events outside the direct control of Editel, whereby the user and Editel agree that, for the purposes of the contractual relationship with the user, force majeure also refers to disruptions to the provision of services resulting from disruptions to other systems not directly controlled by Editel (telecommunications, internet, etc.).
12) Editel’s liability under the contractual relationship with the user is limited, and Editel shall not be liable for indirect damage and/or loss of profit as a result of eXite® system malfunction, unless it was caused by a wilful act or gross negligence. For the purposes of the contractual relationship with the user, third parties expressly stated in application forms or records of equipment installation and/or establishing communication channels with the user, accepted by or insisted to be included as a party to the contractual relationship by the user, shall not be considered subcontractors. Editel shall have the right to temporarily deny the user access to the eXite® system if reasonable suspicion is determined and documented of an attempt by the user, and/or third party included in the contractual relationship by the user, to break through the eXite® system’s protection in order to obtain or inspect unauthorised data, which may last until new secure communication channels are established and/or the scope of authorisations is changed.
13) By entering into the contractual relationship with Editel, the user undertakes, in order to allow for quality use of eXite® system services, to ensure adequate equipment, including a computer with minimum required configuration and characteristics, software for electronic business and connection to the telecommunication network, to be agreed on by both Parties in the application form establishing the contractual relationship or the handover records of installing equipment or installation software for connecting to the system. Upon entering into a contractual relationship with Editel, the user shall also be responsible for the protection and proper use of the password for accessing electronic authorisations or certificates, and for message contents, traffic monitoring, message integrity and the functioning of the message encryption system, as well as for every (authorised or unauthorised) use of the eXite® system by third parties by means of an access password, electronic authorisations or user certificates and/or eXite® system access equipment, used by the user. The user shall notify Editel at the e-mail address for regular communication at least two (2) days in advance of any planned changes to the operation of the user system, or interruption of system operation, lasting longer than four (4) hours. The user shall notify Editel at the e-mail address for regular communication at least thirty (30) days in advance of any planned changes to the operation of the user system that would lead to a change in technical parameters and configuration of the eXite® system (computer system change, software replacement or upgrade, mode of connection to the telecommunication network and/or other significant changes). The user may not connect to the eXite® system in a way that would technically or otherwise disrupt its operation or compromise its integrity, and shall comply with all the rules related to safeguarding and protecting the eXite® system. Also, the user may not enter the eXite® security system, perform services in the system using unauthorised equipment (any equipment not recorded in the application forms and/or records of entering into the contractual relationship) or access unauthorised data. The user shall immediately report any disruptions to the services at the e-mail address for regular communication, unless another method of notification has been provided for specific event types.
14) Any personal data (hereinafter “data”) used in Editel’s web-based and other applications shall be stored and used only in accordance with applicable regulations on personal data protection. Data shall be stored in databases hosted on computer servers with limited and selective access. Data may be used solely in connection to Editel services and may not be transmitted or disclosed to third parties. Data protection by design and by default shall be used to prevent unauthorised access to data. Every new service user shall be provided with their own identification and authorisations in the eXite® system. The client shall notify Editel in writing at least three (3) days in advance of any changes they made to the data (client address, contact persons) in the application form for concluding an individual subscription contract or service
performance. The user agrees and undertakes to deliver to Editel any data requested for the purpose of performing the contract, as well as obtain all relevant consents from persons whose data will be processed in Editel’s system. Editel shall treat any user documents in accordance with its data protection rules, the provisions of its Regulations on Data Protection dated 14 May 2018, and the internal data protection acts of the founding group EDITEL Austria GmbH, 1040 Vienna, Brahmsplatz 3, Austria, directly applied by Editel and permanently accessible on the following link: www.editelgroup.com/privacy-policy/.
15) In order to thoroughly regulate the contractual relationship in terms of personal data protection, rights, obligations and responsibilities have been defined in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation, hereinafter “GDPR”) and the provisions of the Act on the Implementation of the General Data Protection Regulation (Official Gazette 42/18). If they deem it necessary, Editel and the user may conclude an additional agreement regulating their relations in accordance with the provisions of the GDPR.
16) By accepting these General Terms and Conditions in the application form establishing the contractual relationship, the user and Editel waive the right to challenge the contractual relationship on the ground of vitiated consent, providing the delivery addresses for the purpose of performance and/or disputes arising directly and/or indirectly from this contract as indicated in the header of the application form establishing the contractual relationship and the jurisdiction of the competent court in the place of the registered office of Editel, with the application of the law and language of the Republic of Croatia. If any of the provisions of the concluded contract under these General Terms and Conditions proves invalid (voidability/voidness), the Parties agree that the remaining provisions may be applied, and undertake to replace the invalid provision by a valid one in the spirit of the contract, and in compliance with its purpose.
In Zagreb, on 1 August 2025
Managing Director
Bajsič Božidar