Terms and Conditions

General Provisions

Purpose and application of the Terms

These Terms and Conditions (hereinafter: T&C) determine the general business conditions and mutual rights and obligations of the contracting parties when providing digital services marketing. They apply to all offers, estimates, orders and contracts provision of services between the Agency and the Client.

Definitions of contracting parties

Service Provider / Agency: Kolanis7, a digital marketing agency, operating as part of the Gira business, owned by Mateo Šupraha, OIB: 64608904411, PDV-ID: HR64608904411, with its registered office at Put Girenice 1, 23251 Mandre (hereinafter referred to as: the Agency or Kolanis7).

Client: Any natural or legal person who orders a service from the Agency and accepts a valid offer or invoice by paying for it (hereinafter referred to as: the Client).

Services: All digital marketing activities that include SEO, Google Ads management, Facebook/Instagram marketing, website development and related services, specified in detail in the offer/invoice.

Service Agreement: It consists of a whole consisting of these T&Cs and an individualized, accepted offer or invoice.

Acceptance of Terms

By accepting the offer or paying the proforma invoice, the Client confirms that he has fully read, understood and accepted these Terms and Conditions. In case of ambiguity or inconsistency, the provisions stated in the offer/proforma invoice shall prevail over these T&Cs.

Applicable law and language

These Terms and Conditions, as well as the entire service agreement, are exclusively governed by the laws of the Republic of Croatia. The official language of communication and documentation is Croatian.

Acceptance of Terms and Conditions and conclusion of contract

Conclusion of the contract

The service agreement between the Agency and the Client enters into force and is considered to be legally binding when the Client:

a) accepts the submitted offer in writing (by e-mail), or
b) makes payment of the entire amount specified in the pro forma invoice submitted to him by the Agency.

Confirmation of acceptance

The payment of the pro forma invoice is considered an explicit and unconditional confirmation by the Client that he has accepted:

Start of service provision

The Agency is obliged to start providing the agreed services only after the entire amount from the offer/proforma invoice is fully visible on the business account of the Agency. Delay in payment postpones the start date of the service, without the Agency being liable for such delay. The Agency is not liable for delays in the start of the service caused by untimely payment or lack of necessary information and materials from the Client.

Service description and package flexibility

Nature and scope of services

Kolanis7 Agency provides professional digital marketing services, including, but not limited to: search engine optimization (SEO), paid campaign management (Google Ads, Facebook/Instagram Marketing), website development and optimization, and consulting. The scope and exact description of services for the Client is defined exclusively in the individualized offer and estimate.

Flexibility and pricing

The final price of the service for the Client is determined on a flexible basis, taking into account:

The client accepts that the price is defined for one billing period (usually monthly) and that it may change in the following period depending on changes in the scope of work and/or third-party costs.

Subject of the service: invested work and expertise

The Client agrees that the fee is paid to the Agency for the effort, expertise, technical execution, operational costs and time spent, and not for achieving specific market results. The Agency undertakes to apply industry standards and best practices, and to regularly report to the Client on progress and activities performed, but does not guarantee results such as sales growth, search engine positions or conversions, as these are subject to numerous external factors beyond the Agency’s control.

Engagement of external collaborators

The Agency has the right, at its own discretion, to engage external collaborators and subcontractors (white-label services) to perform individual or complete services. The costs of such engagement are included in the estimate.

Definition of service start

For subscription services (SEO, Ads), the start of the service is the day the payment is credited to the Agency’s account. For website creation or a one-time project, the start of the service is the day the payment is credited to the Agency’s account and the Client delivers all necessary initial materials and access data.

Collection and payment

General payment rule

The price of the Agency’s services is stated in the offer/proforma invoice. Payment for all services is made 100% in advance for the agreed billing period. Services will only be provided upon visible payment of the entire advance amount on the Gira account of the business.

Monthly subscription and deadlines

For ongoing, subscription services (e.g. SEO maintenance, Ads, Facebook management):

Consequences of late payment

In the event that the Agency does not receive the full payment by the date specified in point 4.2. (or by the date of commencement of the service for one-off projects), the Agency reserves the right to:

a) automatically and immediately suspend all services, without prior written notice

b) charge statutory default interest on the untimely paid amount, in accordance with the Law on Obligations of the Republic of Croatia

c) terminate the contract without further liability to the Client.

The Client accepts that the Agency is not responsible for any negative consequences arising from the suspension of services due to late payment (e.g. termination of Google Ads campaigns, decline in SEO results, unavailability of the website).

Issuance of invoices

A tax-compliant invoice (R1) for the service is issued to the Client upon receipt of payment of the full amount of the pro forma invoice.

Contract duration and cancellation

Contract duration

Contracts for the continuous provision of services (e.g. SEO, Ads management) are considered to be concluded for an indefinite period, with a minimum billing period of one (1) month, unless the offer/proforma invoice explicitly states a fixed duration of the project.

Client's right to terminate

The client has the right to unilaterally terminate the contract at any time, in writing (e-mail) sent to the Agency at the official e-mail address: info@kolanis7.com.

Termination effective date and payment

Termination of the contract shall take effect on the last day of the month or billing period for which the Client has already made an advance payment.

The Agency is not obliged to return, nor will it return, any part of the advance payment for the current billing period, regardless of the date of receipt of the notice of termination. The payment represents compensation for the availability of resources and work already begun in that period.

The Agency’s recommendation on the minimum duration of cooperation (e.g. 3–6 months) is of an exclusively advisory nature and does not constitute an obligation of the Client.

Termination of the contract by the Agency

The Agency reserves the right to terminate the contract:

a) immediately, without notice, in case of violation of these T&Cs, non-payment for services or if the Client provides false or illegal information/content,
b) with a notice period of 15 days, if it assesses that further cooperation is not possible or for business reasons.

Access surrender

After termination of the contract, the Agency will return to the Client, upon written request, all access and data entrusted to it for the purposes of providing the service.

Non-returnability of payments and waiver of complaints

Non-Refundable Policy

The Client agrees and accepts that all payments for services that have been initiated or completed, in whole or in part, are final and non-refundable. The Client is not entitled to a refund of any funds paid after the Agency has commenced the performance of the services.

Explanation of irreversibility

The reason for non-returnability lies in the nature of digital marketing services and the fact that the Agency immediately upon receipt of the advance payment activates technical and operational resources, including:

a) the immediate engagement of external collaborators (white-label partners) and payment of their costs that are non-refundable to the Agency

b) allocation and billing of the professional time of the Agency’s employees and collaborators for analysis, planning, platform setup and initial technical operations

c) purchase and/or subscriptions to software and tools necessary for the performance of the service.
The Client’s payment is treated as compensation for the work invested, engagement and costs of third parties that are non-refundable.

Limitation of the right to complaint

Given the technical nature of digital marketing services and the fact that they consist of a series of non-refundable technical actions (e.g. code optimization, campaign setup, website structure creation), the Client has no right to a complaint or refund of paid funds based on dissatisfaction with the action performed. A complaint is possible only in the event of obvious failure to perform the agreed service, which means that the Agency has not taken any action defined in the offer/estimated invoice.

Complaints and results

Complaints from the Client based on the lack of desired results (e.g. insufficient growth in turnover, sales, ROI) are expressly excluded and will not be considered, since the Agency only guarantees the effort invested and the implementation of the agreed activities, not specific business outcomes (see point X – Limitation of Liability).

Client Responsibilities

Obligation to cooperate and provide information

The Client undertakes to actively cooperate with the Agency and to deliver all necessary information, materials and data (texts, images, videos, logos, marketing objectives) in a timely manner. If the Client fails to deliver the materials within the agreed deadline, the Agency is not responsible for any delay in the performance of the service.

Access to platforms

The Client is obliged to provide the Agency with full and unhindered access to all platforms and systems necessary for the provision of services, including, but not limited to:

a) administrative access to the website (CMS)

b) access to Google Analytics, Search Console and Ads accounts

c) access to Facebook Business Manager and associated accounts.

The Client is responsible for the functionality and security of its own platforms.

Legality and ownership of content (exclusion of liability of the Agency)

The Client is solely responsible for the content, materials and information that it submits to the Agency for use or publication as part of the services.

The Client guarantees that:

a) it owns all copyright and related rights over the submitted content

b) the content does not infringe the rights of third parties and is not illegal.
The Client is obliged to compensate for all damage suffered by the Agency due to copyright infringement or illegality of the content. The Agency does not verify the legal correctness or ownership of the Client’s content.

Approvals and feedback

The Client undertakes to review and provide timely feedback or approvals for proposals and materials prepared by the Agency. If the Client does not respond within three (3) business days, the proposal shall be deemed approved. Delays in providing feedback may slow down the performance of the service.

Intellectual Property (IP)

Client's intellectual property

The Client retains all intellectual property rights over the materials it submits to the Agency and grants the Agency a non-exclusive, irrevocable and free right to use such materials solely for the purpose of providing the contracted services.

Transfer of IP rights to the Client

After the Client has fully and timely settled all obligations towards the Agency, the Agency transfers to the Client all material copyrights (or, where applicable, a permanent and irrevocable right of use) to the final delivered work results created specifically for the Client.

Retention of Agency rights (know-how)

The Agency retains all intellectual property rights over its tools, methodologies, processes, templates, ideas and know-how, as well as over generic or open source code used in the project.

Right to use as a reference

The Agency has the right to use the Client’s name and logo and a general description of the services performed (e.g. in a portfolio, case studies or marketing materials) for the purpose of its own promotion, unless the Client expressly prohibits this in writing.

Data protection and confidentiality

Definition of confidential information

Confidential information includes all business, financial, technical and marketing data that is not publicly known and that one party has disclosed to the other in the course of cooperation.

Confidentiality obligation

The contracting parties undertake to maintain the confidentiality of all information and not to disclose it to third parties without the written consent of the other party, unless otherwise required by law.

Personal data protection (GDPR)

When processing personal data, the General Data Protection Regulation (GDPR) and relevant regulations of the Republic of Croatia apply.

Obligations of the Agency as a data processor

The Agency undertakes to:

Client's obligations as data controller

The client is responsible for ensuring that personal data is collected lawfully, on a valid legal basis, and that data subjects are properly informed in accordance with the GDPR.

Duration of the obligation

The obligation of confidentiality and data protection remains in effect even after termination or expiration of the contract.

Limitation of liability and warranty

General disclaimer of warranty

Kolanis7 Agency (Obrt Gira) provides services with professional care and according to industry standards, but provides them “as is”, without express or implied guarantees of final results.

Disclaimer of liability for business results

The Agency does not guarantee and does not assume responsibility for:

The agency guarantees only expertise and effort, while results are subject to external factors beyond its control.

Exclusion of liability for external factors

The Agency is not liable for damage caused by:

Limitation of the amount of liability

The maximum total liability of the Agency to the Client, on any basis, is limited to the amount paid by the Client to the Agency in the last (1) month prior to the occurrence of the event that caused the damage.

Excluding indirect counting

In no event shall the Agency be liable for indirect, special, incidental or consequential damages, including lost profits, data, reputation or business interruption.

Force majeure and external factors

Definition of force majeure

Force majeure is considered to be any extraordinary and unforeseeable external event that occurs after the conclusion of the Contract, and which the contracting party could not prevent, avoid or remedy, such as natural disasters, wars, fires, epidemics, strikes, cyber attacks, significant legal changes or global disruptions of the Internet infrastructure.

Release from liability

The Agency is exempt from liability for any delay or inability to perform the Services caused by force majeure. In such a case, the deadlines for performance shall be automatically extended for the duration of the force majeure.

Digital external factors

In the context of digital marketing, the Agency is not liable, nor is it considered to be in delay, in the event of drastic and unpredictable changes beyond its control, including:

a) Significant changes to the algorithms or rules of advertising platforms (Google, Meta, etc.) that make the agreed strategy unfeasible or prohibited.

b) Decisions by platforms to suspend, terminate or block the Client’s accounts, domains or campaigns, unless directly caused by the Agency’s negligence.

Notification

The contracting party affected by force majeure shall notify the other party without delay of the occurrence of such an event and shall take reasonable measures to resume the performance of the Services as soon as circumstances permit.

Dispute resolution and jurisdiction

Peaceful resolution of disputes

The contracting parties agree that they will attempt to resolve all disputes, disagreements and claims arising from or related to this Services Agreement through peaceful means, negotiations and amicable settlement.

Jurisdiction of the court

If the dispute cannot be resolved amicably, the contracting parties agree to the exclusive territorial jurisdiction of the competent court in Zadar.

Applicable law

All relations between the Agency and the Client, including the interpretation and application of these Terms and Conditions, shall be governed exclusively by the law of the Republic of Croatia.

Costs of disputes

The losing party shall bear all costs of the legal proceedings, including reasonable representation costs, in accordance with applicable regulations.

Changes to Terms and Notices

The agency's right to amend the Terms and Conditions

The Agency reserves the right to unilaterally amend these Terms and Conditions, particularly in the event of changes in legislation, business models or technical circumstances affecting the provision of the Services.

Notification of changes

All changes to the Terms and Conditions will be published on the Agency’s official website (www.kolanis7.com) and Clients will be notified via e-mail at least fifteen (15) days before the changes come into effect.

Acceptance of amended Terms

If the Client does not terminate the Agreement in accordance with Section V. (Term of Agreement and Cancellation) and continues to use the Services after the amended Terms and Conditions come into effect, the Client shall be deemed to have unconditionally accepted the new Terms and Conditions.

Official Notices

All official notifications from the Agency to the Client (except for notifications about changes to the Terms) are considered to be validly delivered if sent by e-mail to the Client’s address recorded in the Agency’s business records.
All official notifications from the Client to the Agency must be delivered exclusively to the following e-mail address: info@kolanis7.com.