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ENGLISH - NEURALAB CONTRACT ON ARCHITECTURE AND PRODUCTION OF A DIGITAL APPLICATION.md

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Investor d.d. from address, street, VAT NUM: XYZ, represented by name, President of the Board and name, member of the Board (hereinafter: Client)

and

Developer d.o.o. from address, street, VAT NUM: XYZ, represented by name, President of the Board and name, member of the Board (hereinafter: Developer)

concluded in ADRESS, on DD.MM.YYY, the following

DIGITAL APPLICATION ARCHITECTURE AND PRODUCTION AGREEMENT

Subject of Agreement

Article 1

  1. Under this Agreement, the Developer undertakes to develop a digital application in accordance with the documentation agreed-upon by the Parties prior to development, and the Client undertakes to pay the agreed fee to the Developer.

  2. The Parties acknowledge that this Agreement regulates their mutual rights and obligations pertaining to the design, development, use and maintenance of the application.

Scope of Production

Article 2

  1. Documentation based on which the application is developed by the Developer includes a written project quote drafted by the Developer and accepted by the Client (hereinafter: Documentation). Documentation forms an integral part of this Agreement.

  2. The Developer shall develop a digital product in electronic and virtual form (hereinafter: the Application), in accordance with the Documentation of DD.MM.YYYY in 4 main development phases:

  • Phase 1 – developing strategy and Application architecture,
  • Phase 2 – Application design,
  • Phase 3 – Application programming, and
  • Phase 4 – testing and deployment.
  1. The Client is responsible for Application content. Content includes all graphical, textual, audio or video content that is not an architectural part of the designed or programmed solution, or part of the Application that may be edited by the Client through the content management system (CMS).

Stages of Application Development and Fee

Article 3

  1. The Developer shall develop the Application in project stages defined in the Documentation.

  2. Fee referred to in Art. 1, para. 1 hereof means the total sum of work units defined in the Documentation. Work unit is a working day required by the Developer to realize/develop the Application. Said work dynamics do not include the time needed by the Client to work on the Application , i.e., in the event that the Client’s work on the Application is improperly timed (the Client’s work dynamics is unsatisfactory), which results in the situation that the Developer is unable to complete its own work on time, the Developer shall not be considered as being late and shall not suffer any consequences in that regard.

  3. The Client is entitled to supervise the Application development. The Client shall exercise its right of supervision exclusively based on a request sent to the Developer by email. The Developer shall respond to said electronic request and grant the Client access to the work completed by that time within the next two working days.

  4. Upon the Developer’s request sent to the Client by email, the Client shall deliver to the Developer all additional data, material, approvals and clarifications relating to Application development which the Developer considers necessary for completing the Application . The Client undertakes to deliver any data so requested to the Developer within two working days from the date of sending the request, exclusively by e-mail sent to the Developer’s address.

  5. If the Client fails to deliver to the Developer all the data, material, approvals and clarifications requested on time in accordance with paragraph 4 of this Article, the agreed time limit for Application development shall be extended for the time the Client was late in delivering what was requested of it.

  6. The Parties agree that one person in the Client’s company shall be designated as the person responsible for communication with the Developer.

  7. The Developer is obligated to operate in accordance with applicable regulations of the Republic of Croatia and internal rules of the Developer if such internal rules have been delivered to the Client or if the Developer has informed the Client about the Developer’s internal rules to be complied with.

  8. The Developer is authorized to entrust the execution of the project or part of the project to a third party with the written consent of the Client. The Developer undertakes to promptly notify the Client of any facts and changes in circumstances that significantly affect or could significantly affect the fulfilment of contractual obligations, such as organizational changes, changes of key personnel and any other changes possibly affecting the continuity of providing services.

Additional Work and Modifications of the Application

Article 4

  1. During the development of the Application, any changes in functions and design will be carried out as agreed by the Parties.

  2. In the event of changes referred to in the previous paragraph of this Article, the Parties will conclude an annex to this Agreement, defining the additional fee, i.e., additional production costs, additional work to be undertaken by the Developer, and the time limit for final development of the Application, which will be extended at least for the time required to implement the new function or change the design.

  3. Modification of the Application includes any change of interactivity, feature or look of the Application which is not indicated and described in the Documentation.

  4. If the Client’s request for additional work and modifications on the delivered Application is not communicated to the Developer in the manner, form and within the time limit stipulated in the previous paragraph, the Developer has no responsibility with regard to such request and is not obligated to respond to it.

  5. The Developer undertakes to perform maintenance of the Application. Application maintenance means the modification of the existing and approved Application after the completed initial development. The Parties undertake to conclude a separate agreement on the maintenance of the digital Application.

Fee Payment Dynamics

Article 5

  1. The Client shall pay the Developer a Fee for Application development, in the amount and in the manner defined in more detail in the Documentation, in instalments as indicated below:
  • Beginning of Phase 1 - 40% of the budget (payment date marks the project start)
  • Beginning of Phase 2 - 30% of the budget
  • Beginning of Phase 3 - 20% of the budget
  • Beginning of Phase 4 - 10% of the budget.
  1. Payments shall be made without deferment, on the Developer’s business account, against the issued pro forma invoice. The Developer undertakes to issue the invoice to the Client within two working days from the date the funds paid based on the pro forma invoice have been credited to the Developers’ business account.

Copyright and Promotion

Article 6

  1. The Parties agree that once the full amount of the Fee is paid, the copyright and other related rights pertaining to the Application shall be automatically transferred by the Developer to the Client.

  2. The Developer retains the copyright and related rights with respect to all the solutions that it created and presented to the Client in the process of Application development that the Client refused or gave up.

  3. The Developer retains the copyright and related rights with respect to the Application until the full amount of the Fee has been paid to it.

  4. The Developer is entitled to promote the developed Application through exhibitions, interviews, newspaper articles, presentations and work portfolios. This right is not restricted by time or type of medium used for presentation.

  5. The Developer shall be indicated as the author of the Application in the footer, which shall also include a link to the Developer’s main website.

Communication Between the Parties

Article 7

  1. All the correspondence and delivery of material between the Client and the Developer, as well as the sending of all the notifications and requests under this Agreement, will be done digitally (electronically), via the Developer’s project management tool or by e-mail to the following e-mail addresses:
  • For the Client: E-MAIL
  • For the Developer: E-MAIL

  1. Each Party shall notify the other Party regarding any changes to their email address.

  2. The Developer undertakes not to provide the personal data it learns in the performance of the main Agreement to any third parties to be used by them, nor will it process them for any purpose other than fulfilment of its obligations under this Agreement. When using and processing personal data for the relevant purpose, the Developer undertakes to ensure the implementation of appropriate technical, organizational and personnel-related measures for personal data protection, in accordance with the provisions of the Personal Data Protection Act and the General Data Protection Regulation (GDPR).

  3. The Parties agree they will not use any physical or paper media to transmit data, information and knowledge; all with the aim to preserve the planet Earth and maximize the security of data flow.

Warranty

Article 8

  1. The Developer warrants the Client proper functioning of the Application for 12 months from the day of its acceptance. The warranty is valid only if the Developer’s technological solution is used for Application hosting and regular maintenance.

  2. The Developer’s warranty referred to in the previous paragraph does not include the activities which represent the regular and increased maintenance of the Application .

  3. The Client is obligated to notify the Developer about any noticed defect within 5 (five) working days from the day such defect is noticed. Any such defects will be notified by the Client to the Developer by an e-mail sent to the Developer’s e-mail address.

Final Provisions

Article 9

  1. By virtue of this Agreement and the Documentation forming an integral part thereof, the Parties regulate their mutual rights and obligations arising from this Agreement. Any subsequent amendments and modifications to this Agreement shall be valid and binding only if made in writing and signed and concluded by both Parties or on their behalf by their authorized representatives.

  2. In case of any dispute or controversy arising under or relating to this Agreement or the breach, termination or validity thereof, the Parties agree to firstly attempt to resolve such dispute or controversy by negotiating in good faith.

  3. In case the Parties are not successful in resolving a dispute amicably, they agree on the competence of the court of territorial and subject matter jurisdiction in Zagreb, Croatia, EU.

  4. This Agreement has been done in writing, in two identical counterparts, one for each Party.