General Terms and Conditions of DS, digitalni marketing d.o.o.

1. Subject Matter and Validity of Terms

1.1 These general terms and conditions (hereinafter referred to as the “Terms”) apply to all services provided to you by DS, digitalni marketing d.o.o. (hereinafter also “we” or “Diligent Studios”). By submitting any inquiry or order for services or products, whether in written or oral form, you accept these Terms. You and Diligent Studios may also be jointly referred to as the “Parties.” The Terms may only be amended by a specific written agreement between the Parties, which shall prevail in the event of any discrepancy. Written form includes communication via email or any other written electronic format.

2. Ordering and Provision of Services

2.1 The services provided to you by Diligent Studios include, but are not limited to: the conception, design, and optimization of ad creatives, ad creation consulting, website development and design, and custom development projects (hereinafter: the “Services”).

2.2 The type, scope, and specifications of the Services are as agreed upon by the Parties. You may only use the deliverables and outputs of our Services for your own purposes and for the intended use they were provided for.

2.3 Services can be ordered as one-time Services or under a subscription agreement with monthly or yearly commitment, according to our offer.

2.4 We may use various AI tools to generate text, graphics, and other content as part of our Services.

3. Obligations of the Parties

3.1 Diligent Studios commits to delivering the agreed Services professionally, diligently, and in accordance with the agreed specifications.

3.2 You commit to providing all necessary data, materials, and information required for the execution of the Services in a timely manner. To achieve the desired outcomes, it is essential that you continuously provide up-to-date, accurate, and complete information that we deem necessary. You commit to communicating any changes to your goals clearly and immediately, including any information that may affect the delivery of the Services.

4. One-Time Services

4.1 By ordering one-time Services, you agree to pay the agreed-upon fee as arranged between the Parties and in accordance with our price list.

4.2 Payment must be made in full in advance. Refunds are not possible.

4.3 Additional services or changes beyond the originally agreed scope will be charged according to the current price list or quote.

5. Subscription Services

5.1 For Services under a monthly or yearly commitment, the billing period is defined as follows: for monthly subscriptions, it is one month from the date of activation; for yearly subscriptions, it is one year from the date of activation (hereinafter: the “Billing Period”).

5.2 The subscription (hereinafter: the “Subscription Agreement”) automatically renews for the same Billing Period unless you cancel it before the end of the current period. You may cancel at any time, with the cancellation taking effect at the end of the current Billing Period. Access to Services continues until the end of the already paid period.

5.3 A monthly subscription fee is charged based on the agreed scope of Services and is paid in advance for the next month.

5.4 Subscription fees are non-refundable, even in the event of early termination by you.
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5.5 Any additional services or scope overruns are charged according to the current price list or offer.

5.6 Unused services in a given month do not carry over to the next month.

5.7 You are entitled to a maximum of two revisions per month. Revisions include changes and amendments based on your comments during two stages of ad preparation: (1) concept review and (2) final draft. After these stages, no further edits are possible unless otherwise agreed or compensated separately.

6. Payment Terms and Price Changes

6.1 The agreed price does not include VAT, which is added if applicable. In cross-border transactions, you are responsible for handling VAT obligations including but not limited to payments and notifications to the relevant tax authorities, as well as any other country-specific legal, fiscal, or regulatory requirements that may arise in connection with the transaction. You are also responsible for notifying us in advance, prior to the issuance of the invoice, of any relevant circumstances.

6.2 Invoices are generally issued monthly. Unless otherwise agreed, payment is required in advance, before the project starts. Invoices are sent by email to one of your representatives or to a general company email address and are considered received upon sending. Payments must be made via bank transfer or credit card.

6.3 We reserve the right to change service prices at any time. You will be notified via email or another appropriate channel at least 7 days in advance. If you disagree with the price change, you must cancel your subscription or stop using the Services before the new prices take effect. The previous price remains valid for Billing Periods that are already active at the time of notification.

7. Limitation of Liability

7.1 All timelines are indicative and are not an essential part of the agreement between Diligent Studios and you.

7.2 Diligent Studios is not liable for delays
caused by:
- circumstances beyond our control (force majeure, technical issues, etc.)
- your actions or omissions (e.g., delayed feedback, changes during execution, non-payment)

7.3 In such cases, deadlines are extended accordingly. Diligent Studios is not liable for any damages resulting from such delays.

7.4 Diligent Studios accepts no liability toward third parties in connection with the Services. We are only liable for direct damages caused to you through the provision of Services, and only if such damage was caused intentionally or through gross negligence. We explicitly exclude liability for indirect damages (e.g., lost profits, lost savings, data loss), as well as for damage caused by third parties.

8. Confidentiality and Data Protection

8.1 All agreements between the Parties regarding the Services, including specifications and terms, constitute our trade secret. This also applies if you received conceptual, proposal, or offer documentation but did not proceed with an agreement. Any documents we prepare may only be shared with third parties with our prior written consent.

8.2 These confidentiality provisions remain valid after termination of cooperation.

8.3 Diligent Studios handles your personal data in accordance with applicable regulations.

9. Intellectual Property Rights

9.1 Upon completion of the Services and full payment, you acquire the right to use the deliverables for their intended purpose. However, Diligent Studios retains all copyrights, database rights, and other intellectual and related rights on all work created during the course of the Services.

9.2 The source file remains the property of Diligent Studios and is not accessible to you.

10. Termination of Services

10.1 Subject to legal restrictions, either Party may terminate the agreement for Services at any time with immediate effect by written notice. For subscription agreements, clause 5.2 applies.

10.2 Even after termination, provisions regarding intellectual property, confidentiality, limitation of liability, and payment for Services already ordered remain in force, along with other provisions that are by their nature intended to survive termination.

11. Reference Publication

11.1 Unless otherwise agreed, you agree that your company name, logo, and project work we have created for you may be published on the Diligent Studios website, social media, and other publications. Should you request removal, we will honor your decision.

12. Validity and Amendments to Terms

12.1 Each Service order is subject to the currently valid version of the Terms, which is the one most recently published. The Terms may be updated periodically and apply to all Services ordered after the date of the update.

12.2 You will be notified of any changes to the Terms before they take effect.

12.3 If you do not agree with the changes, you must cancel your subscription by the effective date. Otherwise, you are deemed to have accepted the new Terms in full.

13. Governing Law and Jurisdiction

13.1 If any provision of the Terms is found invalid, the validity of the remaining provisions remains unaffected. The Parties will replace any invalid or unenforceable provision with the most appropriate alternative reflecting the purpose of the Terms.

13.2 All matters related to the Terms and/or agreements between the Parties are governed and interpreted in accordance with Slovenian law.

13.3 In case of any dispute related to the Terms or agreements between the Parties, the court in Ljubljana shall have jurisdiction.

13.4 These Terms and Conditions are effective from April 1, 2025.