top of page

Terms and Conditions (T&Cs)


1. Definitions

"Account": A unique account created for the Client to access the Service or parts of the Service.

"Client": The entity accessing or using the Service under the terms of this Agreement.

"Company": Refers to Cloudonia Ltd, Velika cesta 47, 10020 Zagreb, Croatia, the legal entity providing the ShelfXplore services.

"Content": Refers to content such as text, images, or other information that can be posted, uploaded, linked to, or otherwise made available by the Client, regardless of the form of that content.

"Device": Any device that can access the Service, such as a computer, cellphone, or digital tablet.

"Service": Refers to the ShelfXplore software services provided by the Company directly to the Client through agreed channels, not available for download or access from a public website.

"Terms and Conditions": These Terms and Conditions define the terms under which the Service is provided and form an integral part of the agreement between the Client and the Company regarding the use of the Service.

"Third-party Service": Any services or content (including data, information, products, or services) provided by a third party that may be displayed, included, or made available by the Service.


2. Services

2.1. The Company agrees to provide the ShelfXplore services to the Client through direct engagement, as per the terms outlined in these Terms and Conditions.

2.2. The Company reserves the right to change or remove features of the ShelfXplore services from time to time. In the case of material changes, the Company will notify the Client at least 10 business days in advance.

2.3. The Company does not make any warranty or representation regarding third-party facilities or services and is not liable for any failure in or degradation of the ShelfXplore services caused by third-party systems, client environments, or circumstances beyond the Company’s control.


3. Intellectual Property Rights

3.1. All intellectual property rights related to the ShelfXplore services remain the exclusive
property of the Company. The Client does not acquire any rights except those explicitly
stated in these Terms and Conditions.


4. SaaS Service License

4.1. The Company grants the Client a non-exclusive, non-transferable, personal, revocable license to access and use the ShelfXplore services in accordance with the agreed terms and purpose of the service.

4.2. This license permits the Client to use the ShelfXplore services as delivered by the Company, including direct integration or access methods specifically outlined during service onboarding.


5. License Restrictions

5.1. The Client may not access or use the ShelfXplore services beyond the scope permitted by these Terms and Conditions. Prohibited actions include, but are not limited to:
 

  • Reselling, assigning, transferring, distributing, or providing others with access to the ShelfXplore services.

  • "Framing" or "mirroring" the ShelfXplore services on any external server or network.

  • Modifying, copying, reverse engineering, or creating derivative works from the

  • ShelfXplore software or services (except as permitted by applicable law).


5.2. The Client agrees not to use the ShelfXplore services in any unlawful manner or for any unauthorized purpose.

6. Confidentiality

6.1. All information disclosed by either party that is designated as confidential, or that reasonably should be understood to be confidential, shall be treated as such by the receiving party.

6.2. Confidential information does not include information that:

 

  • Becomes publicly available through no fault of the receiving party.

  • Was independently developed by the receiving party without reliance on the

disclosing party’s confidential information.


7. Payment Terms

7.1. Fees associated with the ShelfXplore services, including payment schedules and accepted payment methods, will be outlined in a separate Order Form or Agreement.

7.2. Late payments may result in suspension or termination of services, as outlined in the payment terms provided at the time of agreement.


8. Security
8.1. The Company will implement appropriate technical and organizational measures to secure data processed through the ShelfXplore services.

8.2. In the event of a security incident, the Company will notify the Client in accordance with applicable laws and cooperate to mitigate potential damages.


9. Liability
9.1. The Company’s liability for any damages arising in connection with the use of ShelfXplore services shall be limited to the total amount paid by the Client for such services during the 12-month period immediately preceding the claim.

9.2. The Company shall not be liable for indirect, incidental, or consequential damages, including loss of profit or data, arising from the use or inability to use the ShelfXplore services.

9.3. The Company is not responsible for any issues caused by third parties engaged by the Company to deliver the service, except where explicitly agreed. The Client is responsible for ensuring compatibility with its own systems.


10. Force Majeure

10.1. The Company shall not be held liable for delays or failure to perform obligations caused by events beyond its reasonable control, including but not limited to acts of God, war, epidemics, or other force majeure events.

11. Dispute Resolution

11.1. Before initiating court proceedings, the parties will endeavor to resolve disputes through mediation within 30 days of the dispute arising.
11.2. These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Croatia. Any disputes arising under these Terms and Conditions shall be resolved in the courts of Zagreb, Croatia.


12. Amendments to Terms and Conditions

12.1 The Company reserves the right to amend these Terms and Conditions, with an obligation to notify the Client at least 30 days before the changes take effect.

bottom of page