General terms and conditions

These are the General Terms and Conditions of Webpower Adria (hefeinafter: Terms and Conditions). By using the Products and/or Services of Webpower Adria you declare that you agree with these Terms and Conditions that represent an integral part of the respective Agreement executed between you and Webpower Adria.

Please read carefully these Terms and Conditions. If any provision hereof is not clear or understandable, please do not hesitate to contact us on T: +385617 3006, E: marketing@webpower.hr or info@webpower.hr, address: Webpower Adria d.o.o., Zavrtnica 17, 10 000 Zagreb, Croatia.

I/ GENERAL PROVISIONS

1. Definitions
1.1. In these Terms and Conditions, unless the context otherwise requires, the following words shall have the meanings and definitions set forth below:
“EUR” shall mean the lawful currency of the member states of the European Monetary Union.
“Intellectual Property” shall mean all patents, trade-marks, copyright, rights in a design, know how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in the Territory or any other part of the world, that pertain to Webpower Adria or other authorized person;
„User“ shall mean any natural person or legal or other entity entering into the Agreement with Webpower Adria;
„Licence“ shall mean the right to use the any relevant Product and/or Service offered by Webpower Adria;
“Confidential Information” all information of a confidential nature in respect of the business of Webpower Adria including without limiting the generality of the foregoing any ideas, business methods, prices, business, financial, marketing, development, formulas, products, customer lists or details, computer systems and software, know-how or other matters that is marked with “confidential”, or for which it is reasonably clear that the information is sensitive or a business secret. In any case, the content of the Agreement and the prices communicated by Webpower Adria are confidential;
„Product“ shall mean any product, software, solution or similar provided by Webpower Adria;
“Business Day” shall mean a day on which commercial banks are open for transactions of general business (including dealings in foreign exchange and foreign currency deposits) in Zagreb, Croatia;
“Territory” shall mean all countries of the world;
“Agreement” shall mean any agreement executed between Webpower Adria and User, including licence agreement, services agreement, custom work agreement, accepted purchase order, and other agreements;
„Service“ shall mean any development, maintenance, training, custom work or other service offered and provided by Webpower Adria under the respective Agreement or in relation to it;
“Vis major” In relation to either Party, including but not limited to third persons based on whome Webpower Adria provides Products and/or Services, means circumstances beyond the reasonable control of such party, including, without limitation, acts of any governmental or supra-national authority, outbreak of hostilities, national emergency, riots, civil commotion, fire, explosion, flood, epidemic, lock outs (whether or not by that party), restraints;interruptions in the operation of the Internet or telecommunications equipment, network attacks, power outages, malicious software or virus attacks, defects for which the party on which Webpower Adria depends for the execution of the Agreement is responsible, defects in goods, equipment, or software whose use has been approved by the User, absence of employees.
„Webpower Adria“ shall mean Webpower Adria d.o.o., having its seat at Zavrtnica 17, 10 000 Zagreb, Croatia;
„Webpower“ shall mean Tripolis Webpower B.V., Papendorpseweg 91, Secoya Gebouw E, 3528 BJ Utrecht, the Netherlands;
„Webpower software“ shall mean Webpower software, email marketing and marketing automation software as developed by the company Webpower.

1.2. In these Terms and Conditions the following interpretation rules shall apply:
(i) unless the context otherwise requires, words denoting the singular include the plural and vice versa.
(ii) a reference to a specified Article, Section or Schedule shall be construed as a reference to that specified Article or Section of, or Schedule to these Terms and Conditions.
(iii) the headings and the index table are for convenience of reference only and shall not affect the interpretation of these Terms and Conditions.
(iv) any reference to a provision of law, is a reference to that provision as from time to time amended or re-enacted.
(v) a reference to a “person” includes any person, natural or juridical entity, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing and references to a “person” include its successors in title, permitted transferees and permitted assigns.
(vi) “including” and “include” shall be deemed to be followed by “without limitation” where not so followed.
1.3. These Terms and Conditions form an integral part of any Agreement executed between Webpower Adria and User. In case any provison of respective Agreement is not consistent with provisions of these Terms and Conditions, the provisons of the Agreement shall prevail except in relation to processing of personal data, maintenance and support in which case the provisions of Terms and Conditions shall prevail.

2. Execution and term of the Agreement
2.1. Based on the expressed interest in using the Products and/or Services, Webpower Adria will provide you with its non-binding offer. This offer is purely informative and does not oblige Webpower Adria to conclude a contract. In the event that the terms of such non-binding offer are acceptable to you, Webpower Adria will provide you with a purchase order that represents a binding offer and in which the terms of use of a particular Product and/or Service shall be determined in detail.
2.2. The Agreement is deemed executed when the User accepts and signs the purchase order issued by Webpower Adria, namely when the User and Webpower Adria conclude separate Agreement. In exceptional cases, the Agreement can be also executed when Webpower Adria accepts and signs the offer delivered by the User.
2.3. Except otherwise determined explicitly, the Agreement shall enter into force on the first day of the month following the month in which Webpower Adria receives the signed purchase order, namely the Agreement.
2.4. The term of the Agreement is specified in the each purchase order or Agreement. If not stated otherwise, the following principles shall apply:
(i) If the Agreement relates to a specific performance (for example, providing training or the development of custom work), the Agreement automatically ends once this Service has been completed;
(ii) If the Agreement relates to a recurring Service (for example, a subscription for the use of certain software), the Agreement is deemed to have been executed for a period of 12 or 24 months or for an indefinite period of time or other definite period of time determined in the purchase order.
2.5. Agreement relating to a recurring Services are always automatically renewed at the end of the term by the same period as the initial term, unless otherwise explicitly determined under the Agreement.

3. Performance of the Agreement
3.1. Webpower Adria shall make every effort to deliver the purchased Product and/or Services within the agreed period of time. Delivery periods announced by Webpower Adria should be considered as a guideline rather than a deadline. If there is a risk of delay or problems with delivery, Webpower Adria will inform you as soon as possible to that extent.
3.2. In the performance of the Agreement, Webpower Adria may have certain work carried out by third parties, of which Users will be informed. Webpower Adria will also inform Users about the costs of these third parties the performance of which will not be initiated until Webpower Adria receives Users acceptance thereof. In order to make our collaboration a success, Webpower Adria also expects your support on a number of points, such as:
(i) You must provide Webpower Adria with all information that Webpower Adria may reasonably request or that you may reasonably understand is necessary for Webpower Adria to make a suitable offer or to provide the Services;
(ii) You must provide Webpower Adria with all support reasonably required by Webpower Adria. For example, you must give Webpower Adria access to the accounts for (online) services of third parties if this is necessary for the configuration of the software.
(iii) If we carry out work on location (e.g. at your office), you must give us any access and provide us with all facilities necessary for the work to be carried out. You will not be charged for this.
3.3. If you do not timely provide Webpower Adria with the necessary information or support, this may affect the delivery time of the Products or Services and Webpower Adria has the right to adjust the agreed prices accordingly, of which you will be informed in a timely manner.

4. Licence
4.1. Use of the Product provided by Webpower Adria, including without limitations, Webpower softwer requires a Licence. This Licence is linked to the subscription for the specific Product and which is determined under the Agreement between the User nad Webpower Adria.
4.2. The Licence is non-transferable and is valid for the duration of the subscription. Under the Agreement Users will only have a non-exclusive Licence, meaning they accept that third parties (other users) will also use the Product, accessing it with their personalized details.
4.3. Users will only receive the rights of use specified in the accepted purchase order or which have been granted by Webpower Adria in writing. Licences are User-specific and may only be used within the User’s own company. It is not allowed to give third parties access to the agreed Product and/or other materials of Webpower Adria. In addition, you are not entitled to copy or access the source code of certain Product.
4.4. Third-party software may also be integrated into the respective Product. The use of this third-party software may be subject to additional terms and conditions of the relevant supplier. If that is the case, those terms and conditions will be provided to you and these will apply to the Agreement. Unless otherwise stated in the relevant terms and conditions, these Terms and Conditions will remain applicable to the use of third-party software as well.

5. Accounts
5.1. To access the certain Product, including without limitations Webpower softwer, Users need an user account. Users will be provided with login details for an administrative account at the time of opening an account, at latest within 20 days of receipt of signed purchase order/Agreement. This account allows Users to manage the software and create User accounts for end users.
5.2. Each individual account is personal and may not be shared by several persons.
5.3. All operations via the administrative account and the created user accounts are at your expense and risk. If abuse is suspected, you must change the password for the relevant account as soon as possible and report this to Webpower Adria.

6. Use of your data
6.1. Certain Product such as Webpower software enable you to store files and data.
6.2. Webpower Adria has the right to use these files and data only for the performance of the Agreement. At the end of the Agreement, Webpower Adria will delete the files and data. In such a case, Webpower Adria is not required to provide a copy of the files and data. You must therefore secure these or request a copy from Webpower Adria before the end of the Agreement. The costs of making a copy are not included in the agreed prices and may be charged separately.
6.3. Insofar as the User data consists of personal data, additional and/or different rules may apply. For more information please see section III/ Personal Data Processing of these Terms and Conditions.

7. Confidentiality
7.1. Users are obliged to keep strictly confidential any Confidential Information they receive from Webpower Adria. Confidential Information may only be shared with employees on a need-to-know basis, provided that the relevant individuals are bound to maintain same confidentiality. Sharing Confidential Information with third parties requires the written consent of Webpower Adria.
7.2. At the end of the Agreement, or at the first request of Webpower Adria, the Confidential Information must be destroyed. Destruction must be confirmed in writing to Webpower Adria.

8. Invoicing and prices
8.1. The prices for Products and Services Webpower Adria offers are stated in the respective purchase order or Agreement. All prices quoted are exclusive of value- added tax (VAT), unless otherwise indicated. VAT and any other applicable tax or fee will be calculated in accordance with applicable law.
8.2. Invoices are sent electronically, unless requested or prescribed otherwise. For Licence you will get an invoice at the beggining of each month.
8.3. For each invoice, a payment term of 30 days from the invoice date applies, unless otherwise agreed or specified in the purchase order, namely Agreement. In case of late payment, Webpower Adria shall be entitled to default interests at the legally prescribed rate.
8.4. Webpower Adria reserves the right to close the User’s account in case of late payment, without prior written notice.
8.5. If the invoice must include a purchase order (or similar references or details), you must inform us thereof at the time of entering into the Agreement, or no later than 7 days before the date of invoice.
8.6. In case the User makes a one-time payment in advance of the total value of the Agreement that includes Services and yearly Licence and related Products, the User shall not be entitled to a refund in case of termination of the Agreement before expiry of the agreed term thereof. For avoidance of doubt, the proportionate amount of the agreed price that relates to the remaining period from the termination until the expiry of the agreed term of Agreement shall represent the contractual penalty for premature termination of the Agreement.

9. Initial set up of your Webpower account
9.1. In order to allow us to complete the set up of your account on the date determined in the Agreement, all materials and approvals for design and set up of account need to be submitted at the latest 5 Business Days before the initial date of your account setup. Depending on the Product you choose, you will be invoiced a one-time setup fee determined under the purchase order, namely under the Agreement.
9.2. Setup of your account will be performed by an e-mail marketing expert and will include:
(i) obtaining all necessary data based on the initial interview;
(ii) setup of account;
(iii) inserting of key data in the users account;
(iv) design, correction and implementation of responsive adapted newsletter template;
(v) definition of database field structure and (as support to User), first uploading of e-mail marketing database;
(vi) setup of automated messages system, different forms, etc. – there are restrictions in the number of messages, depending on the type of Product;
(vii) basic education for use of agreed Product;
9.3. In case the setup has been performed, the User shall be obliged to pay the one-time setup fee even in case it has canceled the Agreement before initial use.

10. Sending messages
10.1. In order to enable sending messages through Webpower software or other agreed Product (such as e-mail messages, text messages or push notifications) you will need to provide us with information on the size of your subscription list and monthly dynamics of sending frequency. According to the aforementioned, the price determined under the purchase order, namely Agreement shall be calculated based on the current size of the list of subscribers or certain maximum monthly volume of e-mails corresponding to the size of your subscription list and the frequency of sending of newsletters.
10.2. In case the monthly volume is not entirely used, you will not be allowed a refund for the excess volume or to transfer it to the next month, or another user. In case you use more than the maximum monthly volume, the excess volume of e-mails will be subject to an additional fee calculated based on each exceeded e-mail sent, in accordance with the accepted purchase order, namely concluded Agreement. Webpower Adria has the right to issue an invoice for the new size of the subscriber list without notice in the next accounting month.
10.3. It is your obligation to independently monitor the monthly use of the volume of e-mails and the size of the subscribers base. Webpower Adria has no obligation to inform you of exceeding the agreed monthly limit.
10.4. You will be allowed to send messages upon receipt of the signed purchase order and submission of all required materials to the email marketing expert for the initial setup of your account, completed education, and upon payment of a fee for initial setup of your user account, if applicable.
10.5. On an exceptional basis, in case of high monthly volumes of e-mails you intend to send, it is possible to agree on a separate cooperation model and adjusted offer based on the actual volume of sent e-mails, instead of the volume of the subscription list.

11. Additional services
11.1. Webpower Adria, apart from the right to use the Products, also provides related Services (such as education, additional consultancy, design and coding of HTML newsletter template, marketing expert for automated messages services, etc.).
11.2. In case you show your interest in use of such Services, we will send you a separate offer, namely the purchase order with details on providing such Service and the price. Services are invoiced upon delivery. In the case of bigger projects, such as API integration, we may ask you for an advance payment. In such a case Webpower Adria has no obligation to start with the delivery of respective Services before the entire amount of advance has been paid.
11.3. In case the User wishes to change the configuration of account that has already been set up, after it’s delivery and acceptance, we will invoice you for a fee calculated based on actual hours spent on the provision of Service and applicable rates. We will, prior to any work, send you the respective proposal with intended changes and related costs.

12. Fair use
12.1. Webpower Adria applies a “fair use” policy concerning the amount of data storage and data traffic.
12.2. Webpower Adria will monitor how much data storage and data traffic is used via the software. In the event of excessive use, we will warn you and, if you fail to take action following our warning, we may impose restrictions on the use or restrict access to the software.
12.3. Excessive use shall, in any event, include using more than three times the amount of data storage and data traffic used by other Users with a comparable subscription. In urgent cases, we may intervene without warning you.

13. Rules of use
13.1. Since certain Products and /or Services which Webpower Adria offers are provided by third persons, we emhasize that use of such Products and/or Services is subject to use of related terms of use determined by third persons in question.
13.2. You undertake to indemnify Webpower Adria against any claims (for damages) from third parties, as well as against any fines imposed by regulators or other authorities relating to a violation of these rules of use from the previous item. This indemnity applies to violations by you or by persons using the Webpower software through an account under your control.
13.3. You may not use certain Product provided by us, including without limitations Webpower software to store or distribute materials that infringe on the rights of third parties (such as copyrights or trademark rights) or that are libellous, defamatory, insulting, racist, discriminatory or inflammatory.
13.4. You may not store or distribute erotic or pornographic materials through our Products unless we have given our prior written consent.
13.5. When using our Products, you must comply with applicable legislation and provisions, especially privacy legislation.
13.6. You may not use our Products to interfere with or cause damage to us or other Users, for example by starting processes or programs that you know or should know may delay the operation of Webpower Adria or third person who owns the Product.
13.7. You may not use our Products to distribute malicious content, such as viruses, spyware or malware.

14. (Software) Development services
14.1. If Webpower Adria (or third person) develops certain software or materials for you upon your explicit request (custom work), the Intellectual Property shall remain with Webpower Adria (or third person), so that Webpower Adria (or third person) can use the custom work (whether or not in parts) for the benefit of other Users.
14.2. Webpower Adria grants the following Licence in this respect:
(i) In the case of custom software (and related documentation) you will receive the non-exclusive right to use this custom software and documentation for the duration of the Agreement. It is not permitted to transfer the Licence or to give third parties access to the custom software and documentation in any other way. Webpower Adria is not obliged to provide the source code of the custom software.
(ii) In the case of other custom work (for example, the development of house styles, logos, advertisements, newsletters, etc.) you will receive the non-exclusive right to use the custom work during and after the end of the Agreement. It is not permitted to transfer the Licence to third parties.
(iii) If Webpower Adria uses third-party materials or (open source) software in its development, we will inform you of any applicable licence terms. Any licence fees will be at your expense unless otherwise agreed.
14.3. The following procedure also applies to the development of custom work:
(i) Before the development of the custom work, the functional and/or technical requirements to be supported by the custom work are determined in consultation. We will then develop and deliver the custom work as we see fit.
(ii) You must check whether the custom work meets the functional and/or technical requirements, within 14 days after delivery. If you do not notify us in writing that the custom work is not satisfactory within 14 days, this will be deemed to constitute consent.
(iii) If you reject the custom work, we will do our best to adjust the custom work, or we will indicate, in a motivated manner, why the arguments you have put forward do not apply. You will then be required to check whether the custom work is satisfactory, again within 14 days. Webpower Adria approves two rounds of iterations/corrections of custom work.
(iv) If you repeatedly reject the custom work, both parties have the right to terminate the agreement. In that case, you only have to pay for the services and hours already worked by us, but you may not or no longer use the custom work.
14.4. If you supply us with (source) materials for the development of the custom work, you indemnify us against any claims from third parties alleging that the (source) materials infringe on Intellectual Property or are otherwise unlawful.
14.5. If you do not follow the procedure described above, Webpower Adria reserves the right to invoice the (development) Services already provided.

15. Employees
15.1. During the term of the Agreement or within one year after the end of the Agreement, it is not permitted to employ Webpower Adria employees or to have them perform work in any other way (directly or indirectly). The only exception is if we have given our prior written consent.
15.2. Employees are considered all persons employed by Webpower Adria or any of our affiliates, or who were employed by Webpower Adria no more than 6 months before entering into the Agreement.

16. Liability
16.1. Webpower Adria takes great care of the Products and Services offered but cannot completely rule out the possibilty of errors. In the unlikely event that damage occurs, our liability, for whatever reason, is limited under the following rules:
(i) Webpower Adria is liable up to the amount of compensation determined under the Agreement. In case of early termination and/or cancellation and/or termination of the Agreement, Webpower Adria’s liability is limited to the amount of compensation received up to the date of legal effects of the termination and/or cancellation and/or termination of the Agreement, in any case up to the maximum amount of EUR 1,650.00;
(ii) Webpower Adria shall not be held responsible in cases of Vis major;
(iii) Liability for lost profits, lost savings, mutilation or loss of stored data and damage caused by business interruption is excluded by Webpower Adria;
(iv) Any damage must be reported to Webpower Adria as soon as possible. The right to compensation lapses if you do not notify Webpower Adria of the damage, sufficiently motivated, within 30 days of the occurrence of the damage.
16.2. The liability scheme determined above does not apply to damage that is the result of intent or wilful recklessness on the part of Webpower Adria employees, or that is the result of death or bodily injury.

17. Price changes
17.1. In accordance with price changes on the market, Webpower Adria has the right to unilaterally increase the agreed prices once a year for percentage that will in no case be higher than the inflation rate as published by the Bureaue of Statistics. In the event of a price change, Webpower Adria will notify you at least 30 days before the use of the increased price.
17.2. In the event of other or higher price increases, you have the right to terminate the Agreement within 14 days of the notification of change. Unless the term of the respective Agreement expires earlier, a notice period of 3 months applies, during which period the old prices shall continue to apply.
17.3. Price changes implemented by us also apply to Agreements already concluded, apart from the Agreements for which a fixed price has been agreed.

18. Changes in the Terms and Conditions
18.1. Webpower Adria is continuously improving its Products and Services, which may also result in changes in these Terms and Conditions. Webpower Adria will keep the Terms and Conditions up-to-date as much as possible and will announce any changes by email.
18.2. If you do not agree with a change implemented by Webpower Adria, you may object within 14 days of the notification date. In consultation, it may be decided to make some adjustments. If Webpower Adria decides to proceed with the change, you may terminate the Agreement in accordance with termination rules.

19. Suspension and termination
19.1. It is not possible to terminate agreements prematurely.
19.2. Agreements executed for a definite period of time may only be terminated at the end of the term in writing, with a notice period of 3 months. Agreements entered into for an indefinite period of time may be terminated at any time in writing, with due observance of a notice period of 3 months.
19.3. Webpower Adria has the right to terminate your account at any time, in which case if this is possible, we will refund you for a proportionate amount of your advance or compensate the unused e-mail credits. You will not be entitled to refund or compensation if there is a justified reason for termination, such as breach of these Terms and Conditions or our rules of use.
19.4. Webpower Adria has the option to immediately suspend (discontinue) the delivery of the Products or Services or to terminate the Agreement without a notice period, in the following situations:
(i) You have not paid the agreed prices within the agreed payment period, or you have violated rules of use or other obligations under the Agreement unless this obligation is of minor importance.
(ii) Due to delays on your part (e.g. due to not providing information) or unforeseen circumstances, Webpower Adria can no longer be required to perform the Agreement under the originally agreed conditions.
(iii) You apply for a moratorium, file for bankruptcy or are granted bankruptcy, discontinue your business activities or dissolve or liquidate your company.
(iv) Termination of right of Webpower Adria to provide Services or sell Products or issue Licences.
19.5. Upon termination of the Agreement, we may permanently delete your account and related data, including your e-mails from our platform. If you do not log into your account for 12 or more months, we can consider your account as “inactive” and permanently delete the account and related data.
19.6. If Webpower Adria decides to suspend or cancel the delivery of Products or Services, this does not affect its right to claim damages or to seek other legal remedies.

20. Applicable law and dispute resolution
20.1. All Agreements Webpower Adria concludes with its Users are governed by the laws of the Republic of Croatia.
20.2. If a dispute arises out of or concerning the Agreement or the Products and Services delivered by Webpower Adria, the dispute will be submitted to the competent court of the place where Webpower Adria has its registered seat.
20.3. Webpower Adria reserves the right to initiate the procedure before any other competent court.
20.4. By accepting our offer and signing the quotation, you explicitly represent and warrant you will use Webpower following applicable law and rules. It is your obligation to determine whether our services are suitable for you having in mind the regulations such as HIPAA and GLP in the USA or European Union data protection regulations and other laws. If you are subject to laws (such as HIPAA law) and use our Service, we are not responsible in case our Service does not comply with these conditions.

II/ MAINTENANCE AND SUPPORT

Help Desk
If you have any practical or technical questions about our software, please contact the Webpower help desk.
Our help desk is available from Monday to Friday between 9:00 and 17:00 (CET) by telephone on (+385) 95 617 3006, except on holidays and other legally prescribed non-working days. Only persons who have completed a training course for the use of Webpower software may contact the help desk.

Maintenance
Webpower aims to keep the software up-to-date and will periodically implement updates and upgrades to fix errors, improve security, add functionalities or improve the operation of the software.
From time to time, Webpower may add functionalities to the software or change existing functionalities, at its discretion.
Maintenance work may result in the software not being able to be used temporarily. To minimise inconvenience, scheduled maintenance is carried out within the following maintenance window:
(i) on Wednesdays between 22:00 and 00:00 (CET);
(ii) on Sundays between 20:00 and 23:00 (CET).
In addition to the scheduled maintenance work described above, it may sometimes be necessary to carry out emergency maintenance (for example, if critical errors are detected in the software). Emergency maintenance may also be carried out outside the given maintenance window, during which we aim to limit inconvenience as much as possible.

Backups
Webpower backs up the configuration and the files and data stored by you via the software on a daily basis. These backups are kept for a period of 90 days, after which we delete or overwrite them.
The primary purpose of the backups is to restore software or files and data in the event of a catastrophic failure at Webpower. In such cases, we will restore the backup free of charge. If files or data are lost and this is not due to an attributable shortcoming on the part of the software (for example, if one of your employees has accidentally deleted files or data), we may charge you for the costs and hours worked related to restoring a backup.
It is not possible to restore individual files or data. If a backup is restored, any (changes to) files or data stored after the time of the backup will be lost.

III/ PERSONAL DATA PROCESSING

General
When using our products and services, Webpower Adria may process personal data on your behalf. Under the General Personal Data Protection Regulation (GDPR), it is compulsory to make agreements about this. We do this by means of these Terms and Conditions.
Terms from these Conditions that are defined in the GDPR have the meaning as defined in the GDPR. When processing personal data, Webpower Adria is a “processor”, you are the “controller” and Webpower BIT B.V., Galileïlaan 19, 6716 BP Ede, the Netherlands (hosting data of Webpower software centre) and IT JEDAN d.o.o., Zagreb, Selska cesta 90A (mobile marketing services) are “sub-processors“ within the meaning of the GDPR. For the avoidance of any doubt, Webpower Adria has the unilateral right to engage at any time any third party for the purpose of providing Products and/or Services, of which you will be informed. In such case, such third party will also be considered a Subprocessor.
The obligations arising from these Conditions also apply to our employees who process the personal data and to any third parties engaged by us in the processing of personal data.

Types of personal data and categories of data subjects
The personal data Webpower Adria may process on your instruction, depending on the Products and Services agreed, include:
(i) message data (the content of emails or push and SMS messages sent via the software);
(ii) contact details (including name, address and city, email addresses and telephone numbers);
(iii) technical data (including IP addresses and browser information);
(iv) login data (including user names and passwords);
(v) payment data (including account numbers and credit card information);
(vi) other data stored via the software and/or otherwise provided to us for processing.
Depending on the Products and Services agreed, these personal data may relate to the following categories of data subjects:
(i) your employees;
(ii) other persons who use the Product under your subscription; and
(iii) persons to whom messages are sent using the Product, such as via email, push and SMS.​​​​​​​

Processing of Personal Data
During the performance of the agreement, Webpower Adria will only process personal data under your authority and under your explicit final responsibility. We will not process the data for our own purposes and will only process the personal data during the term of the agreement. When processing personal data, we shall observe the provisions that apply to us pursuant to the GDPR.
You guarantee that the personal data provided and the instruction given to process personal data are not unlawful and do not infringe on the rights of the data subjects or third parties. You further warrant that all information obligations and consent requirements arising from applicable legislation, including without limitations the GDPR. You indemnify us against any claims from data subjects or third parties, as well as against any fines imposed by regulators or other authorities due to non-compliance with these warranties.​​​​​​​

Transfer of personal data to third countries
Webpower Adria may process personal data in countries within the European Economic Area (EEA). When processing personal data outside the EEA, we will request your prior consent, unless this is required for performance of the agreement. At your request, we will provide you with an overview of the countries in which the personal data are processed.

Security
We make every effort to implement appropriate technical and organisational measures to protect personal data against loss or any form of unlawful processing (such as unauthorised disclosure, deterioration, alteration or transmission of personal data). Within this context, we apply a security policy that we regularly update (for the current version visit the following website www.webpower-group.com/our-services/security/). In addition, Webpower has been certified for quality management and security in accordance with ISO 9001:2015 and ISO 27001:2013 (https://www.tripolis.com/privacy-security/ ). Webpower Adria (https://webpower-adria.com/ ) has been certified for security management in accordance with ISO 27001: 2013.
If you want Webpower Adria to process personal data other than those described in these Terms and Conditions, or have special personal data processed, you must inform us of this in advance. In consultation with you, we will then assess whether additional technical and organisational measures need to be taken and if so, what the related costs are.

Data breaches
In the event of a personal data breach, Webpower Adria aims to report the data breach to you immediately, but in any event within 48 hours of its discovery. You must then assess whether you are required to inform the competent supervisory authorities and, if necessary, the data subjects. If this is required under applicable laws and regulations, Webpower Adria will cooperate in informing the competent regulators and data subjects.
In case the users find out that there was a data breach, they are obliged to inform Webpower Adria to that extent with no delay.

Audits
You have the right to have audits carried out by an independent ICT expert who is bound by confidentiality, in order to check compliance with the agreements on the processing of personal data set out in these Conditions.
Before you have an audit carried out, you should check with us whether audit reports already exist, for example of audits carried out by Webpower Adria or by other customers. If these audit reports exist, you are only entitled to carry out an additional audit if there are reasonable grounds for doing so. Reasonable arguments may include the fact that the available audit reports are outdated or do not provide sufficient information about compliance with the agreements on the processing of personal data.
The date of the audit will be agreed upon and will be carried out no more than once a year. Webpower Adria will provide all reasonable cooperation in the audit and will provide all necessary information to the ICT expert. Webpower Adria will also make its employees available to the ICT expert, to the extent reasonably necessary.
The findings of the ICT expert will be assessed by Webpower Adria in consultation with you. Should the audit give cause to do so, changes will be implemented by Webpower Adria and/or by you. The costs of the audit (including the costs reasonably incurred by Webpower Adria, such as material expenses, costs of employees and similar) are at your expense.​​​​​​​

Requests from data subjects
If data subjects contact Webpower Adria with a request to exercise legal rights, such as the right to access personal data, Webpower Adria will forward the request to you and inform the data subject accordingly. You will subsequently be required to handle the request independently. If you need support from Webpower Adria, you may rely on us. Our engagement may involve additional costs.

Erasure of personal data
If the agreement is terminated or expires, we will immediately destroy the personal data we process on your behalf, except this is not possible and/or permitted for any valid reason. If it has been agreed that Webpower Adria will provide support in migrating to another supplier, the personal data may still be processed during the migration process. In that case, the personal data will be destroyed immediately upon completion of the migration process.

*Confidential Webpower Adria d.o.o., Zavrtnica 17, 10000 Zagreb, OIB: 19973542832