Subscription Terms (Smartyn d.o.o.)

These Subscription Terms govern the purchase of a paid Clocker subscription from Smartyn d.o.o., a limited liability company with its seat at Vladimira Nazora 1b, 40317 Podturen, Croatia, OIB 07561436312, registry number (MBS) 070214433, VAT ID HR07561436312 ("Smartyn", "we", "us"). Smartyn sells in its own name and for its own account: it is the seller, it charges your payment card on its own merchant account, it issues the invoice, and it is your contracting party for the purchase.

The Clocker service itself (the "Service") is provided by our supplier, Smart Solution Labz LLC (Wyoming, USA, the "Provider"), under its Terms & Conditions, Privacy Policy and Data Processing Addendum, which govern your use of the Service, your account and your data. These Subscription Terms govern the purchase: the price, payment, invoicing, renewal, cancellation and refunds. The Provider's Terms govern the use of the Service. Each is an agreement with a different company.

These Subscription Terms apply when your billing country is Croatia, another member state of the European Union, the United States, Bosnia and Herzegovina, or Serbia (if you are a business registered for VAT in Serbia). Customers in every other country, and Serbian customers who are not registered for VAT, buy through Link, with Stripe as merchant of record; these Subscription Terms do not apply to them.

By ordering a Subscription you accept these Subscription Terms and our Refund & Cancellation Policy, which forms part of them. Capitalised terms not defined here have the meaning given in the Provider's Terms.

1. Definitions

• "Subscription" - a paid plan, bought from us, that gives a Workspace access to the Service for successive Billing Periods.
• "Billing Period" - the 28-day period for which a Subscription is billed in advance.
• "Users" - the members of a Workspace who count for the price, as defined in Section 4.
• "Free Trial" - the 28-day free period the Provider offers before a Subscription, described in the Provider's Terms.
• "Consumer" - a natural person who buys for purposes outside their trade, business, craft or profession.
• "Business customer" - any customer who is not a consumer: a company, a sole trader (obrt) or another organisation, or a natural person buying for their trade or profession.

2. Who buys, and as what

A Subscription may be bought by a company, a sole trader, another organisation or a private individual. At checkout you enter your billing name, billing address, billing country and, if you have one, your business or tax number (in Croatia the OIB, in the European Union the VAT identification number, in the United States the EIN or another registration number, in Serbia the PIB, in Bosnia and Herzegovina the business identification number).

Whether you are a consumer follows the purpose of the purchase, not the form: a natural person buying for purposes outside their trade or profession is a consumer even if they hold a business number. Where you enter no business number, we treat you as a consumer for tax and for the consumer rules of Sections 9 and 10; Section 11 applies to every customer in the United States.

You must be at least 18 years old. If you order on behalf of an organisation, you confirm that you are authorised to bind it.

3. Your billing country decides the seller and the tax

We sell to the billing countries listed above. The billing country is the country of the billing address you enter at checkout, corroborated by your tax number and by the country of your payment card. The seller is never chosen from the language you use or the place you connect from. If the billing country and the tax number do not agree (for example a Croatian address with a Slovenian VAT number), the checkout stops and asks you which is right; it never guesses.

Your billing country	VAT on our invoice
Croatia	Croatian VAT (PDV) at 25 %
Another EU member state, business with a valid VAT identification number (checked in VIES)	no Croatian VAT: reverse charge, you account for VAT in your country; both VAT numbers appear on the invoice
Another EU member state, business without a VAT number, or a consumer	Croatian VAT at 25 % while our cross-border sales to non-taxable EU customers stay under EUR 10,000 in both the current and the previous calendar year; from the sale that crosses that line, the VAT of your own country, which we declare through the EU One Stop Shop
United States	no VAT (the place of supply is outside the EU); no US sales tax is charged at present
Serbia, business registered for VAT (verified against the Serbian register)	no Croatian VAT; you account for Serbian VAT yourself. A Serbian customer who is not registered for VAT buys through Link, not from us
Bosnia and Herzegovina	no Croatian VAT; a business recipient self-assesses Bosnian VAT

The tax number you enter is kept with the order as a tax record. A change of billing country is a new purchase for the new country (and, where the new country is not on our list, a purchase through Link instead), and takes effect at the next renewal. For a customer in Serbia, a change of VAT-registration status counts as a change of billing country: the seller changes at the next renewal.

4. Prices, Users and Billing Periods

Price per User per day. The Subscription is priced per User, at a daily rate that depends on how many Users your Workspace has. The rate applies to every User in the Workspace, not only to Users above a threshold. Prices are quoted in EUR and exclude VAT; where we sell in another currency, the price and the currency are shown at checkout before you order. The current rates are:

Users in the Workspace	Regular price per User, per day	Introductory price, step 1, per User per day (Section 6)	Introductory price, step 2, per User per day (Section 6)
1	0.80 EUR	0.57 EUR	0.66 EUR
2-4	0.62 EUR	0.44 EUR	0.51 EUR
5 or more	0.53 EUR	0.38 EUR	0.43 EUR

Billing Period and period price. The Subscription is billed in advance for Billing Periods of 28 days. The price of a period is the daily rate of your tier multiplied by 28 and by the number of Users in your Workspace; an invoice is issued at the start of each period. Billing is not tied to the calendar month, and a year holds thirteen Billing Periods.

Counting Users. The number of Users is counted at the start of each Billing Period, and that count determines both the tier and the amount payable for that period. Adding or removing Users during a period does not change the current invoice; the new count and any resulting tier change apply from your next renewal. Changes during a period are not pro-rated, and no refund is due for a User removed during a period you have already paid for. A User is any member who has accepted an invitation and has not been removed from the Workspace, including Administrators; invitations that have not been accepted do not count. An Administrator may temporarily deactivate a member: a deactivated member is not counted as a User if, at the start of a Billing Period, they have been deactivated without interruption for at least 14 days; a member deactivated for less than that counts as a User.

5. The Free Trial and the first charge

The Free Trial is the Provider's; nothing is charged during it, and no payment card is needed to start it. You may buy a Subscription at any time during the Free Trial or after it. When you buy during the Free Trial, your card is saved at checkout and nothing is charged until the Free Trial ends: the first Billing Period starts on the day after the last day of the trial, and the first charge is made on that day. The date of the first charge and its amount are shown at checkout before you order, and we remind you by email 7 days before it. When you buy after the Free Trial has ended, the first Billing Period starts at once.

6. Introductory price

The introductory price rewards a decision made early in the Free Trial and has two steps; the days of the Free Trial are counted from the day your Workspace was created; that day is day 1. If you buy a Subscription by day 8 of the Free Trial (the card entered at checkout on or before that day), the step 1 introductory price in the table in Section 4 applies. If you buy from day 9 to day 22 of the Free Trial, the step 2 introductory price applies. In both cases the introductory price applies to the first 10 paid Billing Periods of the Subscription, and from the next Billing Period the regular price in the table applies. A Subscription bought on day 23 of the Free Trial or later is billed at the regular price from its first paid Billing Period. The step that applies to you is determined by the day of your order and is shown at checkout before you order, together with the date on which the introductory price ends; that date is repeated in the order confirmation, on every invoice and in the web app, and we remind you by email 7 days before it. The end of the introductory price on that stated date is not a price change under Section 8. The introductory price is available once per organisation, identified in the same way as the Free Trial (by its tax number where it has one, and by the account that created the Workspace), cannot be exchanged for money, and applies to the tier of your Workspace in each of those periods.

7. Automatic renewal and cancellation

Indefinite term, prepaid periods. The Subscription is concluded for an indefinite period and is billed in prepaid Billing Periods of 28 days. At the start of each Billing Period it renews for that period at the then-current price, and you authorise us to charge your saved payment card for each period until you cancel.

Cancel at any time, effective at the end of the period. You may cancel at any time, with effect at the end of the current Billing Period; you keep access until then and are not charged again. Cancel in the web app: the subscription page carries a control labelled "cancel the contract" (in Croatian "raskid ugovora", in German "Verträge hier kündigen"), which leads to a confirmation page that identifies your Subscription and shows the date the cancellation takes effect, with a final control labelled "confirm the cancellation" (in Croatian "potvrditi raskid ugovora", in German "jetzt kündigen"). Both are available at all times and directly reachable. After you confirm, we send you a confirmation of receipt by email without delay, stating what you cancelled and the date and time you did so. You may also cancel by email to info@s-labz.com. Cancelling does not delete your data: the Provider keeps your Workspace for 80 days after the paid period ends, so that you can resubscribe and continue where you left off, unless you asked for erasure when you cancelled (Terms & Conditions, Section 19).

Withdrawing a cancellation, and the transitional period. Until your cancellation takes effect you may withdraw it in the web app, and the Subscription continues unchanged. If you have cancelled and need the Service to complete a switch to another service or to your own systems (Terms & Conditions, Section 19), we sell you, on your written request within the 80 days after the paid period ended, one more Billing Period at the regular price, and further Billing Periods if you extend that transitional period once; each is billed as a normal Billing Period.

Who manages the Subscription. The Subscription is bought, its payment method changed and the Subscription cancelled by the owner of the Workspace (the user who created it, or the user to whom ownership was transferred). Other Administrators may view billing information and invoices but cannot change the Subscription.

8. Price changes

We may change our prices. We give you notice of a price increase by email before the renewal at which the new price first applies: at least 30 days before, except where the law of your country requires a different window, in which case we follow that window (for consumers in California, no less than 7 and no more than 30 days before the change takes effect). If you do not cancel before that renewal, the new price applies from it; if you cancel, the old price applies until the end of your current Billing Period. The end of the introductory price on the date stated when you bought (Section 6) is not a price change under this Section. Section 11 states the cancellation right customers in the United States have after a price increase.

9. Consumers in the European Union: right of withdrawal and the order button

If you buy as a consumer and are resident in the European Union, the following applies in addition to everything else in these Subscription Terms.

14 days to withdraw. You have the right to withdraw from the purchase within 14 days of the day you ordered, without giving any reason. Clocker is a digital service, not digital content: the exception for digital content does not apply to it, and because a Subscription that keeps running is never "fully performed" within those 14 days, the exception for fully performed services does not apply either. Your right of withdrawal therefore applies in full and cannot be waived.

A full refund, no request to start early. We do not ask you to request that the paid Service starts during the withdrawal period, and we do not ask you to accept a proportionate payment for it: the paid Service starts on the day Section 5 states, and if you withdraw within the 14 days we refund everything you have been charged for the Subscription, in full, within 14 days of your notice, to the payment method you used. If nothing has been charged yet when you withdraw, the order is simply cancelled. After the 14 days have passed, Section 7 applies: you can cancel at any time with effect at the end of the current Billing Period, and before the first charge that means nothing is charged at all.

How to withdraw. Send a clear statement to info@s-labz.com before the 14 days end; you may use the model withdrawal form reproduced at the end of the Refund & Cancellation Policy, but you do not have to. The Refund & Cancellation Policy repeats the procedure.

The order button. The control that places the order is labelled "order with obligation to pay" (in Croatian "narudžba s obvezom plaćanja", in German "zahlungspflichtig bestellen"), and you are not bound until you have used it.

Croatian consumers. Under the Croatian Consumer Protection Act you keep the same 14-day right to unilaterally terminate a distance contract, with the full refund described above, and the cancellation function of Section 7.

10. Consumers in Bosnia and Herzegovina

If you buy as a consumer and are resident in Bosnia and Herzegovina, you have the right to withdraw from the purchase within 15 days of the day you ordered, without giving any reason. We do not ask you to consent to an earlier start, so the right stays with you for the full 15 days even though the paid Service starts on the day Section 5 states; if you withdraw within them, we refund everything you have been charged for the Subscription, in full, within 14 days of your notice, to the payment method you used. Send a withdrawal to info@s-labz.com.

11. Customers in the United States

If your billing country is the United States, the following applies whether you buy as a business or as a consumer, so that the automatic renewal is never a surprise.

Before you pay. The checkout shows, clearly and conspicuously, next to the request for your consent and in larger or contrasting type: that the Subscription renews automatically every 28 days until you cancel; the price that will be charged after the Free Trial and, where the introductory price applies, after it ends, and on which dates; the length of each Billing Period; and how to cancel. We do not charge you until you have given your express affirmative consent to the automatic renewal in a separate box, distinct from your acceptance of these Subscription Terms.

After you order. We send you an e-mail you can keep, repeating those terms, the date of the first charge, and how to cancel, including how to cancel before the first charge is made.

Cancel online, at will. You can cancel at any time in the web app through the control described in Section 7, without any further step that obstructs or delays cancellation, and by e-mail to info@s-labz.com. If we ever offer you an alternative when you cancel, the cancellation control stays next to it.

Reminders and notices. We remind you by e-mail 7 days before the first charge and 7 days before the introductory price ends, and we send a yearly reminder of the renewal terms and how to cancel. We give notice of a price increase as Section 8 states, for consumers in California within the window the law requires, no less than 7 and no more than 30 days before the change takes effect. After a price increase you may cancel within 14 days after the first charge at the higher price and receive a pro-rata refund for the unused part of that Billing Period.

Records. For customers in the United States we keep our own record of the consent to the automatic renewal, with the terms consented to, for at least three years, separately from the Clocker account and its consent log.

12. Payment, invoices and the card charge

Payment. Payment is by payment card, processed by Stripe on our own merchant account. We do not store your full card details; Stripe holds them under its own terms and security standards. The charge is made by Smartyn d.o.o. and appears on your card statement as SMARTYN* CLOCKER; the checkout shows that wording before you order.

Invoices. We issue an invoice for every Billing Period, in the currency of the charge, to the billing details you entered, and send it by e-mail and make it available in the web app. To Croatian business customers we issue a structured e-invoice (eRačun) through our certified e-invoicing intermediary, E-RAČUNI d.o.o.; to Croatian consumers a receipt under the Croatian fiscalisation rules; to customers in other countries an invoice that states the applicable VAT treatment (reverse charge, One Stop Shop, or no Croatian VAT).

Late or failed payment. If a charge fails, we retry it; the Provider may suspend or downgrade access to the Workspace while a period is unpaid, and after the retries the Subscription is paused, as the Refund & Cancellation Policy describes. Your data is kept for 80 days after the paid period ends.

Complaints. You can send us a written complaint about a purchase, by e-mail to info@s-labz.com or by post to our address in Section 19; we confirm receipt and reply in writing within 15 days of receiving it.

Chargebacks. If you believe a charge is wrong, contact us first at info@s-labz.com so that we can put it right; a chargeback opened without contacting us may lead the Provider to suspend the Workspace while the dispute is examined.

13. Promotional codes

A promotional code reduces the price for the Billing Periods stated when it is entered, is not exchangeable for money, only one code can be used per Subscription, it cannot be combined with the introductory price, and we may withdraw unused codes at any time.

14. Custom features with a minimum term

Where the Provider agrees with you in writing to build a specific capability into the Service for your Workspace at no extra charge (the Provider's Terms, Section 5), your Subscription is bought on a minimum term of 8 Billing Periods (224 days) from the start of the first paid Billing Period after that agreement. What happens if you cancel before the end of the minimum term, and whether the introductory price of Section 6 applies as well, is stated in that written agreement.

15. Liability for the purchase

Nothing in these Subscription Terms excludes or limits liability that cannot be excluded or limited under applicable law. Subject to that, our total liability arising out of or in connection with a purchase in any 12-month period will not exceed the amounts you paid us for the Subscription in the 12 months before the event giving rise to the liability, and we are not liable for indirect or consequential loss or for loss of profit. The Service itself, its availability and your data are provided and answered for by the Provider under its Terms; this Section does not limit any right that mandatory law gives a consumer against us.

16. Governing law and disputes

These Subscription Terms, and any dispute arising out of or in connection with a purchase, are governed by the law of the Republic of Croatia and, if you are a consumer, without prejudice to the mandatory rules of the law of your country of habitual residence. The court having jurisdiction for our seat in the Republic of Croatia has jurisdiction, except that:

• if you are a consumer resident in the European Union, you may also bring proceedings in the courts of the member state where you are domiciled, and proceedings against you may be brought only there;
• if you are resident in the United States, nothing in these Subscription Terms limits a right your state's law gives you that cannot be waived by contract.

17. Changes to these Subscription Terms

We may update these Subscription Terms. Material changes are announced by e-mail or in the Service at least 30 days before they take effect; if you do not agree, cancel before they apply, and your current Billing Period runs under the old terms. The version you accepted at checkout, and the date you accepted it, are recorded with your Subscription.

18. Language

These Subscription Terms are provided in English, Croatian, German, Slovenian, Serbian, Bosnian and Ukrainian. The English version is authoritative; in case of conflict, the English text prevails.

19. Contact

Smartyn d.o.o.
Vladimira Nazora 1b, 40317 Podturen, Croatia
OIB: 07561436312 · Registry no. (MBS): 070214433 · VAT: HR07561436312
Email: info@s-labz.com

Provider of the Service: Smart Solution Labz LLC, 30 N Gould St, Ste R, Sheridan, WY 82801, USA, info@s-labz.com.