General terms and conditions

INTRODUCTORY PROVISIONS

Article 1

The General Terms and Conditions of Vizualis d.o.o., Ljubljanska cesta 89, 8000 Novo mesto (hereinafter: Vizualis) and their amendments and supplements are an annex and an integral part of every offer and every contract concluded with Vizualis, unless their use is in the offer and expressly excluded from the contract.

Article 2

The General Terms and Conditions and their changes and additions are published on the Vizualis website, https://www.vizualis.si or https://www.door-konfigurator.com.

Prior to concluding a contractual relationship with Vizualis, the General Terms and Conditions and their amendments and supplements are considered to be known to the Client and he fully agrees with them.

BUSINESS OPERATIONS OF VIZUALIS

Article 3

Vizualis carries out all the activities for which it is registered.

Article 4

When concluding transactions, Vizualis will act in accordance with regulations, good business practices, its capabilities and business interests, and the conduct of a potential client.

Article 5

If no special written contract has been concluded on the content of the transaction, the content of the concluded agreement between the parties is assessed on the basis of documents and actions within business relations, which define the content of the contractual relationship under the law governing obligations.

Every order is considered to contain the client’s authorization to Vizualis to perform all activities necessary for the smooth execution of the ordered transaction in the manner provided for in these general terms and conditions or the contract. Any restrictions on the authorization must be stated in the order or contract, otherwise the authorization is considered to be given without restrictions.

Article 6

The Client is obliged to provide Vizualis with all the conditions to complete ordered tasks, which he may establish depending on the nature of the transaction. The client must also remove any obstacles on its part that could impede, hinder or otherwise adversely affect Vizualis to complete ordered tasks, including attempts to influence Vizualis by third parties that are contrary to regulations or good business practices.

The Client is obliged to provide Vizualis with access to all data necessary for the successful execution of the transaction.

If, for the reasons set out in this point, Vizualis is threatened with significant damage or other danger which it is likely to exhibit, it may immediately terminate the contract and be entitled to repay the full contract value, regardless of the realization.
If, for reasons on the part of the client or arising from the relations of third parties with the client referred to in this point, Vizualis is prevented or hindered from doing business, the latter shall suspend its activities until the client completely eliminates the disturbances. The implementation deadlines are extended accordingly, namely for the duration of the disturbances as well as for the time required for the postponement of the implementation due to unfavorable circumstances.

If the client refuses or is unable to rectify the disturbances or terminates the contract through no fault of Vizualis, he is obliged to pay for all services that Vizualis has already performed under the contract.

Article 7

When it is necessary to obtain the text or technical specifications prepared by the client to complete ordered tasks, the client is responsible for the correctness of such data. Vizualis assumes no responsibility for this information.

Vizualis cooperates directly with the client’s expert on technical and professional issues. The Client is obliged to forward its findings to Vizualis in the manner provided for business communication. According to these general terms and conditions, business communication is considered as any communication via ordinary / classic or electronic mail or other type of business communication that can be proven. Vizualis will use this information to continue the process and assumes no responsibility for its accuracy.

Article 8

Vizualis must carry out the transaction in accordance with the client’s instructions, which must be issued in the manner provided for business communication. If Vizualis considers that the client’s instructions are unprofessional or harmful to him, he must warn him in the manner provided for business communication. If the client insists on the instructions, which he must express in the same way, Vizualis must execute the instructions.

Vizualis is not obliged to follow the instructions if it violates the applicable regulations, good business practices or causes undue damage to a third party. In such a case, Vizualis rejects the order in the manner provided for business communication and the contract is terminated if the client insists on the order. In that case Vizualis is entitled to reimbursement of the work already performed.

Article 9

The source code on all products of the company Vizualis and all trademarks of the company Vizualis are owned by Vizualis, d.o.o. By purchasing services from Vizualis, the client does not acquire ownership or any material copyright to the source code and, without explicit written consent, may not use any trademark of Vizualis.

All material and moral copyrights of Vizualis products belong to Vizualis, d.o.o. Purchasing services from Vizualis means permission to use the application only for the client’s purposes. The client undertakes to use any product ordered from Vizualis so that the product’s trademark is visible during operation. Copyrights for all materials and documentation provided by Vizualis to provide services to the client remain the property of Vizualis unless otherwise agreed in writing.

The software environment acquired through a Vizualis Service cannot be installed on any other server by the client. Vizualis products may only be used on the web address agreed upon in the contract with the client.

Vizualis retains all intellectual property rights in the products of its business, contained or published in writing, on the Internet, in another electronic form or sent to third parties in any form. No product may be used, transmitted, reproduced or recorded in any form, including electronic, photographic, mechanical, paper and other form without the prior approval of Vizualis in the manner provided for business communications.

Unless otherwise specified in the contract, Vizualis grants the customer a non-exclusive and non-transferable right to use the products in the event of a transfer for free, without the right to modify, reproduce, publish or modify.

All communications are intended solely for the subscriber and may not be passed on to a third party without the prior approval of Vizualis in the manner provided for business communications.

Article 10

The client’s order is considered completed on the day the invoice is issued by Vizualis, if the client does not object to it within eight days of receipt. The objection must be substantiated, and the client must in any case pay the undisputed part of the invoice within the payment deadline.

If successive monthly payments for the services provided are agreed in the contract, an invoice with a specification of the services provided shall be issued for each month.

COMMUNICATION

Article 11

Clients communicate with Vizualis and its employees in one of the following ways:

• in person at the registered office of Vizualis or at the registered office of the contracting authority
• by phone at no. +386 (0) 590 48068
• via e-mail of Vizualis (info@vizualis.si or info@door-onfigurator.com) and via e-mail of its employees.

Article 12

Only communication via mail to the address of the registered office of Vizualis and e-mails of Vizualis (info@vizualis.si) or e-mails of its employees is considered business communication between the client and Vizualis.

All other means of communication between the client and Vizualis or its employees are not considered business communication and do not give rise to any party’s any business obligations or responsibilities in connection with their operations.

RESPONSIBILITY AND BUSINESS SECRET

Article 13

Vizualis declares that the information contained on its pages, documents and business communications is given with all professional diligence and as a result of the extensive knowledge of its employees in all areas of the company’s operations.

Vizualis shall be deemed to have taken over the business as a whole, unless otherwise agreed.

The Client or another person authorized by the Client is obliged to state to Vizualis, in the manner specified for communication, the truth and completeness of all facts and circumstances that could affect the content, execution, possibility, admissibility of the transaction or other important circumstances of the intended transaction. If it fails to do so, Vizualis is free of any liability for the success of the transaction and any other liability arising from the transaction. In this case, the client is liable to Vizualis for any damage resulting from his actions or omissions.

Vizualis is in no way responsible for the success of the transaction or otherwise in the event that the client or another person authorized by the client submitted untrue or incorrect information to Vizualis or withheld any important fact that could affect the performance of the subject of the contract, obstructed or prevented in any other way or in any other way the performance of activities necessary for the successful performance of the subject of the contract.

Vizualis declares that it will comply with regulations, good business practices and its capabilities in carrying out its operations.

Vizualis will only cooperate with the client and with no other party to complete the client’s order, except in those cases where it is not possible for a conflict of interest to arise.

Article 14

Vizualis in no way guarantees that the data, advices, documents, copyrighted works or other products of its work will be considered correct and relevant by the supervisory bodies of the Client or that they will meet the needs of the Client to a greater extent than expressly provided.

Article 15

Vizualis undertakes to reimburse the client for direct damage which he may show as a result of his negligent conduct, but up to the amount of the client’s payment for the transaction in which the damage was caused. The restrictions do not apply if the client can prove that the damage was caused by intentional conduct or gross negligence of Vizualis or its employees.

Article 16

In no event shall Vizualis be liable for any consequential or incidental damages arising out of its conduct or use of its services or products. It shall also not be liable for damages resulting from the loss of data, damage to media or devices resulting from the use of its data, documents, conduct or omissions.

Article 17

The Client and Vizualis are obliged to protect all information obtained in the performance of or in connection with business obligations as a business secret and are liable for damages.

Article 18

Vizualis shall be deemed to be aware, in any transaction, that any contract in which a person promises, offers or gives any undue advantage to the representative or agent of a public sector body or organisation on behalf or for the account of another contracting party for the purpose of obtaining business, concluding business under more favourable terms and conditions, omitting due supervision over the implementation of contractual obligations or any other act or omission which causes a public sector body or organisation damage or by which the representative or the agent of the public sector body or organisation, the other contracting party or its representative, agent or intermediary are put, in a position to obtain an undue advantage, shall be deemed null and void.

OTHER PROVISIONS

Article 19

The Client allows his name, taking into account the provisions on business secrets, to be entered on the reference list of Vizualis, which Vizualis can provide to potential clients and publish on the website https://www.vizualis.si or https://www.door-konfigurator.com.

Article 20

Disputes from business relations with the company Vizualis are resolved by the court with substantive jurisdiction in Novo mesto under Slovenian law.
In the event of a difference or conflict between the provisions of the General Terms and Conditions and their amendments and supplements to the provisions of the contract, the provisions of the contract shall apply.

Article 21

These general terms and conditions and their amendments come into force on the day following the publication on the website of Vizualis d.o.o., https://www.vizualis.si or https://www.door-konfigurator.com.

Novo mesto, 01.01.2023