General Terms and Conditions of Use of the InstantFeedback Services

II. Definitions

Article 2

The InstantFeedback system or system is the whole infrastructure with a properly managed software, on which the contractor provides the InstantFeedback services.

The InstantFeedback services are a set of all tasks by which the contractor, through direct two-way communication with customers of the client, using SMS and e-mail messages (which also includes mass notification of the customers of the client), provides to the client the identification of the most satisfied customers, and at the same time clarifies how their satisfaction is affected by different factors of the service.

The contract for the use of InstantFeedback services is a binding document in which the client and the contractor specify the InstantFeedback service and any potential additional services.

The authorized person of the client is the person who on the side of the client has the authority to manage the administrator module (Admin InstantFeedback) in the InstantFeedback system.

The user is a person appointed by the authorized person of the client who is authorized to use the InstantFeedback system in the name and on behalf of the client and who identifies her/himself with the appropriate credentials when logging in to the InstantFeedback system.

The username and password consist of a combination of characters and are assigned to the user when opening a user account. Upon the first login to her/his workstation, the user also receives an activation code, which is generated by the system when opening an account. Users require a username and password to access the InstantFeedback system.

System availability is defined as the proportion of time when the system is ready for normal operation, i.e. the ability of the system to enable the users to use the InstantFeedback system normally.

System unavailability is defined as the percentage of time during which the InstantFeedback system is not ready for normal operation. System unavailability may be planned (system maintenance, administration, software upgrade) or unplanned (exceptional events).

The contractor’s working hours are from Monday to Friday, except for public holidays and work-off days (in the Republic of Slovenia), from 8 am to 4 pm.

Force majeure means any unforeseeable and exceptional circumstance or event, which is beyond the control of the contractor and which cannot be attributed to the fault or negligence of the contractor and which, despite all due diligence, cannot be prevented.

The invitation to a customer to submit a rating includes one or more SMSes or e-mail messages. The client only pays for the customer’s responses, i.e. any response of a customer by either a number or a text.

The contractor is the company Povej šefu, poslovne storitve, d.o.o., Celovška cesta 280, 1000 Ljubljana, registration number: 2316099000.

III. Definition of Applicability

Article 3

These general terms and conditions only apply if the contract between the contracting parties does not regulate individual issues differently or if the law does not provide otherwise.

In the event that the provisions of the contract and of the general terms and conditions are inconsistent or in conflict with each other, the provisions defined in the contract shall apply.

IV. Amending and Supplementing the General Terms and Conditions of Use of the InstantFeedback Services

Article 4

The contractor may unilaterally amend and supplement these general terms and conditions upon a change of legislation, for the purpose of harmonization with domestic and international standards or for other reasons. Entry into force of such amendments to the general terms and conditions is defined in the newly adopted general terms and conditions.

The contractor shall notify the authorised person of the client in writing of the new general terms and conditions before their entry into force.

In the event of any change in these general terms and conditions, the client has the right not to accept the new general terms and conditions and to insist on the existing ones. In this case, the contractor shall have the right to terminate the contract with a notice period of 15 days.

II. CONCLUSION OF SUBSCRIPTION RELATIONSHIP AND ACQUISITION OF THE RIGHT TO USE THE SERVICES

Article 5

The contract for the use of the InstantFeedback services can be concluded by any legal entity that meets the conditions for performing its own activity. The contractor shall enter into a written contract with the client, if the client:

• accepts the general terms and conditions of use of the InstantFeedback services
• concludes, with the contractor or a third party designated by the contractor, a contract for the use of the InstantFeedback services
• concludes, with the contractor or a third party designated by the contractor, a contract on contractual data processing.

(all three documents together: contract for the use of the InstantFeedback services)

In the contract for the use of InstantFeedback services, the contracting parties define the subscription package and the parameters that the client will support with the InstantFeedback system, any potential additional services, the amount of the monthly subscription and other conditions of mutual cooperation.

During the term of the contractual relationship, the client may change the selected InstantFeedback subscription package by concluding an addendum to the applicable contract for the use of the InstantFeedback services.

By concluding the contract for the use of the InstantFeedback services and the contract on contractual data processing, the client enters into a contractual relationship with the contractor and explicitly accepts the general terms and conditions of use of the InstantFeedback services.

After the contractor receives the signed contract for the use of the InstantFeedback services and the signed contract on contractual data processing, the contractor shall enable the authorized users of InstantFeedback services, within two (2) working days at the latest, to start using the InstantFeedback system in accordance with their authorizations.

Article 6

The contractual relationship is concluded for an indefinite period.

The contract may be terminated unilaterally in the duration of the contractual relationship after a period of one year, with a one-month notice period. The notice period begins to run when the party not terminating the contract receives the termination notice of the other party.

III. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR

I. Technical Contents

Technical, software and organizational conditions

Article 7

The contractor undertakes in its working environment to provide appropriate technical, software, organizational and security conditions, which will enable the use of InstantFeedback services.

Article 8

In accordance with Article 4 of these general terms and conditions, the contractor may unilaterally amend the technical and software conditions that serve to better perform the InstantFeedback services.

When amending the technical and software conditions, the contractor may request the client to adjust to these new technical and software conditions, specifying a transitional period, which may not be less than one month.

If the client does not adjust within the set deadline (transitional period), the contractor may (at any time) terminate the contract with a notice period of 15 days.

Content protection

Article 9

The contractor will use all reasonable available technical and software options to protect the data, which will be considered by the client within the scope of the InstantFeedback services.

In the case of major interventions or every three years, the contractor shall perform penetration tests, eliminating the identified system deficiencies.

The client may request inspection of the results of the last penetration test. The client may request that a new penetration test be performed; the costs of such test shall be borne by the client.

The client has the right to hire a certified auditor to perform an audit of the system and its operation. All costs of the auditor arising from this shall be borne by the client.

System Availability

Article 10

The contractor undertakes to provide the Client with at least 99.5% availability of the InstantFeedback system on an annual basis. The contractor undertakes that an individual system outage, which is counted from the moment of reporting the unavailability of the system, does not exceed 24 hours.

Planned System Maintenance

Article 11

System unavailability does not include planned system outages when the contractor is performing regular maintenance work.

In the event of maintenance between 7 am and 10 pm, the contractor will notify the client by e-mail and on the InstantFeedback system page of the planned maintenance of the InstantFeedback system at least three (3) working days in advance.

Failure Reporting and Customer Support 

Article 12

In the event of a failure of the InstantFeedback system that prevents the user from using the InstantFeedback services normally in accordance with these general terms and conditions and the contract for the use of the InstantFeedback services, the users may report a system failure or malfunction of the InstantFeedback system as follows:

• Failure report by phone during working hours or by e-mail: users can report the failure to the telephone number 040 860 074 from Monday to Friday, except for public holidays and work-off days, from 8 am to 4 pm, or to info@instantfeedback.si, 24 hours per day, all days of the year. In the case of a telephone report of a failure, in addition to the description of the failure, the user must also submit the data of the user (name and surname, number of the contract for the use of the InstantFeedback services).

The contractor’s response time to start resolving the failure (beginning of rectifying the failure) is 180 minutes after the failure is reported during the contractor’s business hours.

Data Deletion from the InstantFeedback system

Article 13

InstantFeedback data are stored for the current year and for another calendar year after that. If the Client wishes to delete the data earlier, the contractor shall delete the data on the basis of the data deletion order by the client.

Within 30 days after the termination of the contract for the use of the InstantFeedback services, the contractor shall permanently delete all data of the client, obtained in the InstantFeedback system.

Ensuring Continuous Operation, Data Backup

Article 14

InstantFeedback data is backed up once a day and stored for 30 days at a remote location.

The description of ensuring the continuous operation of the InstantFeedback system and handling of the data backup (document InstantFeedback Cloud Infrastructure) is, as an appendix hereto, an integral part of these general terms and conditions.

Location of Data Storage

Article 15 

The service operates on infrastructure located within the European Union. Data are not exported to countries outside of the European Union.

II. Organizational Content

Article 16

The contractor undertakes to adopt such an organizational structure and measures that will enable users to use the InstantFeedback services without interruption in accordance with the contract for the use of the InstantFeedback services and these general terms and conditions.

The contractor undertakes to hire qualified people and/or appropriate subcontractors to provide InstantFeedback services.

Article 17

The contractor has full discretion regarding the use of direct contractors or subcontractors.

For its operation, the service uses a service for sending of SMS messages. The contractor has full discretion regarding the choice of the provider.

III. Legal Content

Business Secret

Article 18

The contractor undertakes to protect as a business secret all confidential data and confidential information obtained in the course of providing InstantFeedback services. The following shall not be considered a business secret:

• data that are publicly known,
• data that are defined by the law to be public,
• data defined as public by the client or the owner of the data or, if the owner is not known, the person specified in the data,
• other data for which the document itself or the data itself explicitly states that it is public data.

All other data are considered a business secret.

The contractor undertakes to protect all specified confidential information and confidential data by implementing and maintaining safety standards, equipment and procedures in accordance with the rules of the profession, good business practice and relevant legislation governing the provision of these services.

In this regard, the contractor undertakes to take appropriate measures to ensure that this confidential data and confidential information shall also be treated as a business secret by persons who will provide services to the contractor in connection with the provision of InstantFeedback services.

Restriction of Access to Data

Article 19

With the exception of the authorized person of the client and the users, the contractor will provide any access to the data exclusively on the basis of a final court or administrative decision.

The system keeps an audit trail. Its review is organized in such a way that it is possible to see all activities related to individual personal datum processed in the service. It is possible to export audit trails for individual personal data also through the use of the API.

Access by Contractor to the Content of the Client

Article 20

Prior to the first use of the InstantFeedback service, the client and the contractor shall enter into a contract on contractual processing of personal data for the contractual processing of personal data with a contractor, who thus acquires the status of a contractual data processor.

Upon opening of the user account, the client shall authorize the contractor to access the InstantFeedback system exclusively for the purpose of providing the services.

Responsibility

Article 21

The contractor will strive for a smooth and uninterrupted operation of the InstantFeedback system, but due to force majeure, there may be possible temporary interruptions or errors in the operation of the InstantFeedback system.

The contractor shall not be liable for violation of these general terms and conditions if non-compliance with these general terms and conditions or any part thereof occurs due to unforeseen or unexpected events, commonly referred to as force majeure events, or determined as such by applicable Slovenian law, which cannot be reasonably expected, prevented or avoided. The contractor is thus not liable for damage, which the client would incur due to force majeure.

The contractor shall not be liable for damages incurred by the client as a result of the use of InstantFeedback services due to any conduct of the contractor that constitutes minor negligence. In the event that the damage is due to gross negligence or wilful conduct of the contractor, the contractor shall be liable to the client for damages totalling a maximum of the last five (5) monthly invoices for the subscription package for the use of the InstantFeedback service, in accordance with the contract for the use of the InstantFeedback services.

No provision of these general terms and conditions shall exclude or limit the liability of the contractor for damages. which cannot be validly excluded or limited by law.

Price List for the Services and Payment Terms

Article 22

The price of InstantFeedback services is stated in the contract for the use of the InstantFeedback services. In the event that the client does not pay its overdue obligations in accordance with the contractual provisions, the contractor is entitled to disable access to the InstantFeedback service to the client who is late in paying due obligations, from the day when the client is late in paying due obligations until the day when client pays all due obligations, by disconnecting the connection between the client and the InstantFeedback system.

IV. RIGHTS AND OBLIGATIONS OF THE CLIENT AND USERS

I. Technical Content

Hardware and Software

Article 23

The client undertakes to use in its environment all necessary measures to prevent unauthorized use of the software of the contractor.

Article 24

The client undertakes to immediately stop sending messages to any mobile phone number, if the customer does not agree with the sending of invitations to submit an evaluation of satisfaction or at the request of the contractor, until an eventual re-registration for the service by such mobile phone number. The client is also obliged to delete such mobile phone number from all databases or lists for sending messages, no later than within 24 hours of receiving the request of the contractor.

II. Organizational content

Granting and Revoking Authorizations to Access the InstantFeedback system

Article 25

The authorized person of the client, specified in the contract for the use of the InstantFeedback services may, in the duration of the contractual relationship, authorize new (additional) users by providing new user data. The client must notify the contractor by e-mail of the request to connect a new user. The contractor undertakes to allow authorized users to use the InstantFeedback system within a maximum of two (2) working days after receiving the request.

The authorized person of the client may also revoke the valid user authorizations. The client shall submit the revocation of the authorization in writing to info@instantfeedback.si. In the event of revocation of the authorization or in the case of a termination of the contract, the contractor undertakes to revoke the rights of designated users to access the InstantFeedback system no later than the next business day.

User Authentication

Article 26

The use of the InstantFeedback system is only allowed to users who identify themselves at the entry point with a username and a personal password or to web services, which identify themselves via the assigned API key. The user is obliged to protect her/his username and password. The contractor shall not be liable for any damage caused directly or indirectly due to the username and/or password being lost or misappropriated or because unauthorized third parties have used the user’s access to the InstantFeedback system.

Upon registering user accounts, the contractor also assigns a password and username to the users. The user is obliged to change the assigned password when logging in to the user account for the first time.

III. Organisational Content

Article 27

The client is obliged to implement in its environment all necessary reasonable organizational measures to protect its own software and the software of the contractor.

Organization of Work in Case of Service Failure

Article 28

In case of non-functioning of the InstantFeedback system, the client is obliged to organize its work in accordance with the instructions of the contractor, with the aim of establishing normal use of the InstantFeedback system as soon as possible after the non-functioning and with the aim of preventing the occurrence of possible damage. Otherwise, the client shall be liable for the damage it causes because it did not follow the instructions of the contractor.

IV. Legal Content

Using the InstantFeedback System

Article 29

The client shall be deemed the owner of the data stored in the InstantFeedback system and the manager of the database and the client has all the obligations of a database manager in this respect, and the contractor has the obligations of a contractual processor.

Responsibility

Article 30

The client is liable for any damage that may occur to the client or to the contractor or to other subscribers of the InstantFeedback services due to any use contrary to these general terms and conditions, the instructions of the contractor or the terms of the contract.

The client is liable for any damage that may occur in using the InstantFeedback system due to the integration solution of the client, with which the client accesses the InstantFeedback system and with which the client manages the InstantFeedback system.

The client is solely responsible for using modems and other devices and the public communications network in accordance with all regulations, certificates, permits, etc. The contractor shall provide the appropriate equipment only on its own side, so in order to use the InstantFeedback system, the client must acquire appropriate computer equipment and the contractor shall in no way be liable for any irregularities or illegalities arising from improper equipment or improper conduct of the client. The contractor shall not be responsible for any disabled access to the InstantFeedback system due to a failure of the Internet connections on the part of the Internet service provider of the client.

The contractor shall not be liable for any direct or indirect damage or inconvenience that may occur to the client due to possible technical problems of the client or due to any failure of the InstantFeedback services due to technical problems of the client.

Breach of Contract

Article 31

In the event of any breach of the contract for the use of the InstantFeedback services (including any breach of these general terms and conditions), the contractor shall notify the authorised person of the client thereof in writing and the contractor reserves the right to suspend the InstantFeedback services (for the client) until such breach is remedied. In the event of such interruptions, the contractor shall not be liable for any damage caused to the client due to the unavailability of the InstantFeedback system.

In the event that the contractor prevents the client from accessing the services due to the breach referred to in the previous point, the client, in order to return to the previous state, must eliminate the reasons for the breach and reimburse any costs incurred by the contractor.

In the event that the client fails to remedy the breach pursuant to the contract for the use of the InstantFeedback services within eight (8) days of receiving the written notice of the contractor, the contractor may terminate the contract for the use of the InstantFeedback services and the said contract in such a case shall terminate on the eight day after the contractor dispatches the termination notice to the client by registered mail.

V. END PROVISIONS

Article 32

The parties undertake to resolve amicably any disputes under these general terms and conditions.

The laws of the Republic of Slovenia shall apply for the assessment and interpretation of these general terms and conditions and the concluded contract.

Article 33

The courts of Ljubljana shall have jurisdiction for resolution of any disputes 

Article 34

These general terms and conditions of the InstantFeedback system enter into force between the parties on the day of conclusion of both the contract for the use of the InstantFeedback services and the contract on contractual data processing (on the day of conclusion of the last contract).