Terms of Use

Updated on 1/10/2024.

Please note that these Terms of Use apply to your use of the HeartCount App (hereinafter: “Terms”) in the ownership of HeartCount d.o.o. Beograd-Novi Beograd, with registered seat at Milutina Milankovića Street no. 1i, floor no. 4, 11000 Beograd (Novi Beograd), the Republic of Serbia, CIN 21504254, TIN 111572621, (hereinafter: “HeartCount”, “we” orUpdated on Click or tap to enter a date.

By clicking to accept, or by accessing or using our App or Service, you enter into a legally binding contract with HeartCount and you agree to these Terms of Use, Privacy Policy, including any supplemental terms that accompany the Service, any documents, and any linked terms in the Terms of Use. Therefore, please pay attention to these Terms of Use and other information displayed on the Website.

Please read these Terms carefully before using the HeartCount application. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. If you use HeartCount App, you are cautioned to review the Terms of Use periodically. Any changes shall enter into force upon being published on the App. Your continued access or use of the App after any such change will constitute your acceptance of these changes. If you do not agree to the updated Terms, you must stop using HeartCount.

If you wish to find out how we process your personal data, please see our HeartCount App Privacy Policy (available through the App) and Cookie Policy.

Definitions
Service
Payment
Ownership and Intellectual property; Confidentiality
Company Data and Privacy
Company’s Responsibilities and Restrictions
Warranties and Indemnification
Limitation of Liability
Upgrade and Licensing
Support
Third-Party services
Termination
Governing Law and Dispute Resolution
Miscellaneous
ISO 27001 and ISO 9001 Certified
Changes
Correspondence and Contacting Us

1. Definitions

Unless otherwise explicitly stated in Software as a Service Agreement, all the terms starting with a capital letter shall have the meaning defined in these Terms. Defined terms shall have the following meaning:

Aggregrate Data	Means Company Data with the following removed: Users’ names (name and surname), e-mail address, gender, photo of employees, interlocutors and associates of the Company, navigation data (including data on website use), system usage data, application integration data, other data that the Company and/or Users submit, archive, send or receive through the Service, personally identifiable information which data is used by Provider for statistical purposes, that has previously been anonymized by Provider.
Application or App or HeartCount app or Software	Means software “HeartCount” which represents AI-powered tool which measures employee engagement at work by tracking results and relationships (personal fulfilment, progress, relationships with colleagues and managers) that influence happiness at work, as presented, described and available at https://www.heartcount.com/. We offer our service via HeartCount App.
Agreement	Means the contract comprising these Terms of Service (as amended from time to time), App Privacy Policy, Software as a Service Agreement, Data Processing Addendum and any supplemental terms that accompany the Service and any terms linked in this document.
Company	Means the legal entity to whom HeartCount provides Services and who in return pays Commission to HeartCount.
Company Data	Means data in electronic form input or collected through the Software by or from the Company, including without limitation by Users. Company Data includes Personal Data (as defined below).
Data Processing Addendum or DPA	Means addendum to the Software as a Service Agreement, which regulates the processing of Personal Data.
Intellectual Property Rights	Means any intellectual property rights and other similar property rights in any jurisdiction, regardless of whether or not intellectual property rights are registered and whether intellectual property rights are in the ownership or under an intellectual property licensing agreement with any third party, including all rights and interests related to or arising from: patents and use of patents, review, an extension of contracts to which the right related; inventions, invention announcements, discoveries, and improvements, whether or not patentable; computer software and/or firmware including data files, source code, object code, software specifications and documentation; original works of authorship, whether or not could be protected by copyright; trade secrets (including confidential information defined by laws, statute law and common law), business information, technical information and know-how, unpublished information, as well as confidential information and rights related to disclosure limitations by any person; trademark, business name, brand mark, certification mark, service name, brand, recognizable appearance and logo, industrial design, as well as goodwill related to the stated; ownership databases, a compilation of data and all documentation related to the above-mentioned, including manuals, memoranda, and records;domain names;licenses related to all of the above-mentioned, including, in any case, any kind of registration process, application for registration, renewal, and extension of anything stated above before any state body in any jurisdiction.
Personal Data	Means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person where such information is contained within Company Data and is protected similarly as personal data or personally identifiable information under applicable data protection law.
Service	Means a cloud-based service, whereby Provider is making available the Software, the Accounts and the content thereof (including the related mobile apps, desktop apps and extensions as well as other computer programs Provider makes available in conjunction therewith), in full or in part, including any updates, upgrades, enhancements, modifications, new features, programs and tools.
Software as a Service Agreement or SaaS	Means an agreement concluded between HeartCount and the Company which primarily regulates the provision of the Software by HeartCount to the Company and payment of the adequate Commission by the Company to the HeartCount. In the event that provisions of the Software as a Service Agreement contradict the provisions of Terms of Use the Software as a Service Agreement shall prevail. The provisions of these Terms will apply to everything that is not regulated by Software as a Service Agreement.
User	Every individual that uses, accesses, downloads, saves, installs, possesses, controls or receives the Service or the Software or any part thereof. The term User encompasses different categories of Users, as follows: Company’s Managers, who can see everything on their projects, and who have back-end access so they can create accounts for Company’s employees,Registered Users-Employees, who are Company’s employees and who use Software, on a monthly basis, answering the questions received by Provider via email, Slack or SMS. For the purpose of clarity, Registered Users-Employees in a certain Month includes every employee of Company who received at least one question sent by Provider during that Month.
Website	Means the HeartCount website available here https://www.heartcount.com/

2. Service

The App and the Service is solely intended for legal entities who have full legal capacity.

Our App and the Service is primarily aimed at Companies, and the Company’s employees may use core functionalities of the Software only when they are invited by the Company.

In case you enter into a SaaSor agree to these Terms on behalf of a Company, you warrant that:

You have the full legal authority to bind the Company to the Terms;
You have read and understood the Terms;
You agree to the Terms on behalf of the Company that you represent.

User shall be bound by these Terms in any of the following situations, whichever occurs first:

Upon creating the Account of the Company, i.e., accessing the HeartCount App as Company’s Manager.
In case User agrees to or is deemed to have agreed to the Terms. Any use, access or attempt to use or attempt to access Software or Service shall be considered deemed to agree.

HeartCount will make Service available to the Company and User pursuant to the Terms provided the Company has paid the Commission in accordance with the SaaS. We will use commercially reasonable efforts to make Service available 24 hours a day, 7 days a week, except:

during planned downtime (of which we will give advance notice); or
for any unavailability caused by circumstances beyond our reasonable control, including, for example, a force majeure event; or
as necessary to update the Service to ensure its security and integrity and provide the Service only in accordance with applicable law.

Downtime excludes performance issues with individual features, external network or equipment problems outside of our reasonable control, or issues that are related to external apps or third parties.

Company and Users acknowledge that HeartCount may modify the features and functionality of the Service during the Term of the Agreement. HeartCount shall provide the Company and Users with commercially reasonable advance notice of any deprecation of any material feature or functionality.

If the Company is dissatisfied with the conditions of the Agreement or any modifications to the Agreement, the Company agrees that its sole and exclusive remedy is to terminate the Agreement and discontinue the use of the Service.

Company and Users shall be solely responsible for providing, maintaining, and ensuring compatibility with the Software, all hardware, software, electrical, and other physical requirements for User’s use of the Software, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use the Software.

3. Payment

Companies that are using our Service will pay per registered user per month in accordance with our pricing plan available here https://www.heartcount.com/pricing/. If the company does not settle the debt, we reserve the right to terminate access to Service.

The Company who uses the Service or the Company who has permitted or caused another person to use the Service on their behalf is deemed to have agreed to and accepted liability for the payments of the commission, specified in more detail in the SaaS.

The payment of the Service shall be made on a monthly basis, in accordance with the invoice provided by HeartCount to the Company.

HeartCount is not responsible for the processing of the Company’s payment and shall not be liable for any matter in connection therewith.

All sums payable to HeartCount hereunder shall be paid in full, without deducting or allowing the deduction of any currency conversion, wire transfer, remittance, applicable tax, or other charges related to the payment.

The Company hereby authorizes HeartCount to charge for the Service, and the Company agrees to pay all such fees in accordance with the Agreement.

Fees paid for our Service are non-refundable. In case the Agreement is terminated or varied within a certain billing period (a month), the Company shall not be entitled to any refund concerning that billing period and shall not be released from the obligation to pay the commission. Any payments paid for future billing periods will not be refunded unless the HeartCount and the Company explicitly agree otherwise.

The commission and payment of the Service are regulated in more detail in the SaaS, and in case of any differences regarding the commission and payment of the Service, the provisions of the SaaS will take precedence over the provisions of these Terms.

4. Ownership and Intellectual property; Confidentiality

Intellectual Property Rights. HeartCount is going to retain all worldwide rights in the intellectual property of the Service. Except for Client Data, all content of the Application, such as text, graphics, logos, button icons, images and audio clips, is the property of HeartCount or his licensors and is protected by copyright and other intellectual property rights. You should assume that everything you use or see in the Application is protected and owned by HeartCount, or a third party who licensed the right to use such content to HeartCount.

HeartCount shall remain, the sole and exclusive owner of all right, title and interest in and to the Software, including all Intellectual Property Rights therein. This Contract does not grant the Company any Intellectual Property license or rights in or to the Software or any of its components. Company recognizes that the Software and its components are protected by copyright and other laws. Any additional features or functionalities which may be enhanced to Software on the request of the Company shall remain the exclusive ownership of Provider unless otherwise explicitly agreed in the Agreement.

Company and Users are only entitled to use Software’s or Provider’s name, logo, trademark, brand, or other similar registered or unregistered rights or other Provider’s sign of any kind whatsoever, subject to Provider ‘s prior written approval and in accordance with the instructions provided by Provider. The Company has only the rights explicitly specified herein, and the Company may not acquire any other Intellectual Property Rights under this Agreement.

No Intellectual Property Rights will be transferred to a Company or a User unless this has been specifically agreed between the parties i.e. where customized, developed software is being provided, and even then the Provider should always retain the right to continue to use the intellectual property in its business.

Confidentiality. In relation with the conclusion and/or performance of the Agreement, one Party (hereinafter: “Disclosing Party”) may disclose to the other Party (hereinafter: “Receiving Party”) confidential information (hereinafter: “Confidential Information”). Under the Agreement, Confidential Information shall include an idea, concept of work, design, business model, commercial terms and conditions of the Agreement, strategic marketing, mock-up, or any other information that Disclosing Party disclose to the Receiving Party for the purpose of the performance of the Agreement, that fulfils one of the following conditions:

1) in respect of information provided in documentary or in other tangible form, information which at the time of conclusion and/or performance of the Agreement is marked or otherwise designated to show expressly or by necessary implication that it is imparted in confidence; and

2) in respect of information that is imparted orally, any information that the Disclosing Party or its representatives informed the Receiving Party at the time of disclosure was imparted in confidence; and

3) in respect of Confidential Information imparted orally, any note or record of the disclosure; and

4) any copy of any of the foregoing.

Use and Disclosure. During the Term (as defined in the SaaS) the Receiving Party shall (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by the Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third-party without obtaining the Disclosing Party’s explicit prior written consent on a case-by-case basis.

Authorized Persons. The Receiving Party may disclose the Confidential Information to those of its employees, independent contractors, professional advisers, its counsel, and to subcontractors in accordance with this Agreement who reasonably need to receive the Confidential Information to enable the Receiving Party to achieve the permitted purpose of this Agreement, who have been informed by the Receiving Party of the confidential nature of the Confidential Information and who have been informed that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a confidentiality under the Agreement.

Exceptions. The obligations of the Receiving Party under this Article shall terminate with respect to any particular information that the Receiving Party can prove is, or through no fault of the Receiving Party has become, generally available to the public or information which the Receiving Party obtains from a third-party, and the third-party was not under any obligation of confidentiality with respect to Confidential Information or information which the Receiving Party possessed before the Disclosing Party disclosed it. Additionally, the Receiving Party shall be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by the Disclosing Party or is required by law or court order.

Duration of Confidentiality. The obligation of confidentiality will last during the Term and 3 (three) years after the termination of the Agreement, for whatever reason. This provision will survive termination.

5. Company Data and Privacy

Use of Company Data. Unless it receives Company’s prior written authorization, Provider: (a) shall not access, process, or otherwise use Company Data other than as necessary to provide the use of Software; and (b) shall not intentionally grant any third-party access to Company Data, including without limitation Provider’s other clients, except subcontractors that are subject to signed nondisclosure agreement. Notwithstanding the foregoing, Provider may use or disclose Company Data as required by applicable law or by proper legal or governmental authority. Provider shall give Company prompt notice of any such legal or governmental demand and reasonably cooperate with Company in any effort to seek a protective order or otherwise to contest such required disclosure. As between the Parties, the Company retains ownership of Company Data.

Compliance with the data protection laws. Providing the Service by Provider involves processing the Company employee’s Personal Data. The purposes and means of processing are determined by the Company and not by the Provider, making the Company the Personal Data controller. Provider acts as Personal Data processor and processes Personal Data on behalf of and according to instructions given by the Company. The relationship between the Company as data controller and the Provider, as data processor, is regulated by the Personal Data Processing Addendum. Despite all other provisions of the Contract, it is in the Company’s full responsibility, according to the applicable privacy legislation, to ensure the legal grounds for processing the Personal Data. By entering into the Contract, the Company warrants and grants that the Company has secured a valid purpose and legal basis to process the Company employee’s Personal Data (such as names, email addresses, photos, positions, etc.) via the Service, prior to using the Service.

The Company warrants and grants that it has informed the data subjects on all aspects of the processing via the Service or the Software before processing has started and has enforced proper policies and/or has undertaken necessary steps if stipulated by the applicable data protection legislation (such as, for example, undertaking DPIA).

The Company and Users understand and accept that HeartCount App functionalities are not meant to be used for the processing of any special categories of personal data (including racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic or biometric data, health data, sex life or sexual orientation).

The Company shall indemnify, defend and hold harmless Provider in full and on demand from and against any and all liabilities, claims, demands, damages, losses or expenses (including legal fees) and penalties incurred by Provider arising out of or in connection with the Company’s breach of the obligations stipulated in this paragraph.

Data Accuracy. Provider will have no responsibility or liability for the accuracy of data uploaded to the Software by Company, including without limitation Company Data and any other data uploaded by Users.

Data Deletion. Provider may permanently erase Company Data if Company’s account is delinquent, suspended, or terminated for 30 (thirty) days or more.

Data Collection. We are not obligated to collect and update personal and company`s data. Only data controllers (as defined in the Privacy Policy) are responsible to deliver and update personal data of their employees. To unlock all available Service features, it is required to insert employees and company information and create teams. For optimal performance and user experience, it is recommendable to deliver all required data. As a Service provider, we are only responsible for setting up the application for usage, open account for first user and hand over an application. We cannot in any sense be responsible for the accuracy of personal data, outdated data and its violation.

Data Access. As a SaaS subscription tool, our Service links two groups of users: employees and managers. Employees will get a week 3-questions survey via e-mails. After simple submission of answers, a User can access UI Page where they can manage their data and access (edit, unsubscribe, delete all data related to them) and gain insight into data processed by our Service.

On the contrary, company’s managers (Data controller`s representatives) will get access to the Portal where they can manage employee`s personal data, subscribe employees to Service and see overall interpreted and analyzed answers to surveys. Portal is the user back end of the HeartCount app, meaning that all data could be seen in the SaaS we provide. It is up to the Data controller to decide who will be authorized to access this confidential data. We have implemented a system of roles and permissions (there are three roles: Managers, Editors and Business Administration), which further means that we provide the ability to differentiate and assign different authorizations between three groups of users who access all data in the Service. According to all previously stated, we will use reasonable efforts to keep Service secure, safe and functional.

Data retention and security. All data processed via our Service is encrypted and saved as long as it is required. Our Service provides you with all the features you need to keep data secure, accurate, confidential and to respect all rights related to personal data of your employees. Any time Users can permanently delete all data related to them and terminate the subscription to Service.

Aggregate and Anonymized Data. Company hereby grants Provider a perpetual, irrevocable, worldwide, transferable, nonexclusive, fully paid, royalty-free license to: use and publicize Aggregate Data for statistical purposes both during the Term, and after the termination of the Agreement. Please note that Aggregate Data does not contain data that qualify as personal data under applicable Data Protection Laws. At the same time, Anonymized Data is anonymized and cannot lead to the identification of a natural person.

6. Company’s Responsibilities and Restrictions

Acceptable Use. Company shall comply with Terms of Use, and with the additional terms and conditions under the Agreement, if any.

Company shall not:

in any other way allow third parties to exploit the Software;
provide passwords or other log-in information for accessing Software to any third-party;
share non-public Software features or content with any third-party;
access the Software in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Software, or to copy any ideas, features, functions or graphics of the Software; or
engage in web scraping or data scraping on or related to the Software, including without limitation collection of information through any software that simulates human activity or any bot or web crawler.

In the event that during the term of the Agreement (as defined in the SaaS) there is a violation of the terms of this section by Company, Provider may suspend Company’s access to the Software without prior notice, in addition to other legal remedies that Provider may have.

Neither these Terms of Use nor the SaaS requires that Provider take any action against Company or any User for violating these Terms, this provision, or the SaaS, but Provider is free to take any such action it sees fit.

Unauthorized Access. Company shall take reasonable steps to prevent unauthorized access to the Software, including without limitation by protecting its passwords and other log-in information. Company shall notify Provider immediately of any known unauthorized use of the Software or breach of its security and shall use best efforts to stop such breach. In case of suspicion of misuse, i.e., unauthorized access and use of the Software by User/employee of the Company, Provider will temporarily disable that respective person from using the Software while other Users/employees of the Company will be able to use the Software without interruption.

Users and Software Access. Company is responsible and liable for: (a) Users’ use of the Software, including without limitation unauthorized User conduct and any User conduct that would violate these Terms of Use or the requirements of the SaaS applicable to Company; and (b) any use of the Software through Company’s account, whether authorized or unauthorized.

7. Warranties and Indemnification

Each party represents and warrant to the other party that:

it has the full right, power and authority to enter into the Agreement, to grant the rights and licenses granted in the Agreement and to perform its obligations from the Agreement;
the execution of the Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party.

Third-Party IP Infringement. Provider represents and warrants that it is not aware of any copyright, patent, or other Intellectual Property Right infringed by the Software, and that it is not aware of any claim of Intellectual Property Right infringement related to the Software.

Warranty disclaimers. Except to the extent set forth in the SaaS and these Terms, the Company accepts the software “as is” and as available, with no representation or warranty of any kind, express or implied, including without limitation implied warranties of merchantability or warranty of fitness for a particular purpose. Provider does not represent or warrant that the Software is secure from hacking or other unauthorized intrusion or that Company Data will remain private or secure.

Company shall defend, indemnify, and hold harmless Provider against any indemnified claims (hereinafter: Indemnified Claim), meaning any third-party claim, suit, or proceeding arising out of or related to Company’s actual use of, misuse of, or failure to use the Software, including without limitation: (a) claims by Users, (b) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by content uploaded to the Software through Company’s account, including without limitation by Company Data, and (c) claims that use of the Software through Company’s account harasses, defames, or defrauds a third-party. Company’s obligations set forth in this section include payment of attorneys and payment of court costs, as well as settlement at the Company’s expense and payment of judgments. Provider will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.

8. Limitation of Liability

With the exception of a fraud, gross negligence, wilful misconduct and any breach, unauthorized disclosure or loss of identity of the Users, Provider’s aggregate liability to the Company for all claims whatsoever, regardless of the legal ground for such claim, for all damages resulting from the Agreement or from the performance or breach therefrom, or from any Services arising out of the Agreement during the Term (as defined in the SaaS), in no event shall exceed the total Commission (as defined in the SaaS) paid by the Company to Provider for Services, in the 12 (twelve) months preceding the moment of the claim. In the event that liability appeared within the first Year (as defined in the SaaS) of the Term, Provider’s aggregate liability shall in no event exceed the aggregate Commission actually paid by the Company to Provider until the date when the event that triggered liability occurred.

Excluded Damages. In no event will Provider be liable for lost profits or loss of business or for any consequential, indirect, special, incidental, or punitive damages arising out of or related to the Agreement. If applicable law limits the application of the provisions of this Section, Provider’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Provider’s liability limits and other rights set forth in this Section apply likewise to Provider’s affiliates, employees, representatives, clients, directors, suppliers, consultants, and other independent contractors.

9. Upgrade and licensing

You will be timely informed about any Upgrades and changes to our Service. Any time and by any means you can request support, report a problem and get initial user training(s).

This Service does not require licensing and access is obtained exclusively per request via web/site contact form and/or via email to us.

10. Support

HeartCount will provide support for all incidents arising in the context of the Service. Users can any time report a problem by emailing us support@heartcount.com. We proactively monitor Service health and timely track and detect any errors.

11. Third-Party services

Our Service may use third-party services that are not owned or controlled by HeartCount only in the order of optimal performance of the software you use.

We have no control over it and assume no responsibility for, the content, privacy policies, or practices of any third-party services. By using our Service, you further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any services.

We strongly advise you to read carefully the Terms and conditions and Privacy policies of any third-party services we use.

12. Termination

Termination for Cause. Both HeartCount and the Company are entitled to terminate the Agreement with immediate effect from the date of delivery of a written statement of termination in case of a material breach of the provisions of the Agreement that has not been corrected within 10 (ten) Workdays (as defined in the SaaS) from the date of delivery of the notice to the breaching party, provided that the notice unambiguously and clearly states what constitutes the infringement of the contractual obligation.

Termination for convenience. Both HeartCount and the Company are entitled to terminate the Agreement without defining the reason with 30 (thirty) days’ written notice sent to the other party.

Effects of Termination. In case of termination of the Agreement by any party, Company may download any and all Company’s content uploaded or otherwise provided to the Software database, if any, no later than on the termination date. Immediately upon termination, the Provider shall disable the Company from accessing the Account (as defined in the SaaS). Company shall permit Provider to access Company’s operating system (including but not limited to physical access to the Company’s premises, if Provider requests so) in order to deactivate Software and remove any documentation stored on Company’s equipment not later than within 48 (forty-eight) hours from the termination date. Upon termination of the Agreement for any reason, any fees arising from the Agreement shall be immediately due and payable. Any rights granted under the Agreement shall immediately cease to exist and in such an event Company is obliged to promptly discontinue any use of Software.

We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

Sections 4 (Ownership and Intellectual Property; Confidentiality), 5 (Company Data and Privacy), 7 (Warranties and Indemnification), 8 (Limitation of Liability) 12.3 (Effects of Termination), and 13 (Governing Law and Dispute Resolution) of the Terms of Use shall survive any termination of Agreement, as well as any other provision necessary to fulfil the purpose of the Agreement.

13. Governing Law and Dispute Resolution

Governing Law. HeartCount and the Company agree that issues not covered by the provisions of the Agreement and these Terms shall be governed and construed in accordance with the laws of the Republic of Serbia, without reference to conflict of law rules.

Dispute resolution. All disputes arising out of or in connection with the Agreement and the Terms shall be finally settled by arbitration organized in accordance with the Rules of the Belgrade Arbitration Center (the Belgrade Rules). The number of arbitrators shall be one. The place of arbitration shall be Belgrade, the Republic of Serbia. The language to be used in the arbitral proceedings shall be the English language.

In case the Parties’ agreement with respect to arbitration proves to be void or unenforceable, all Disputes to which it was intended to apply shall be subject to the exclusive jurisdiction of the competent court in Belgrade, the Republic of Serbia. Regardless, in such a case, the mandatory negotiation clause shall remain applicable as a precondition to initiation of the court resolution of the Dispute.

This Section shall survive termination of the Agreement.

Notwithstanding the provisions above, Provider may, at its absolute discretion, assert and seek the protection of its Intellectual Property Rights and rights concerning confidential information or data processing anywhere in the world.

The Agreement and these Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have between us regarding the Service.

14. Miscellaneous

Waiver. No waiver of any breach of the Agreement will constitute a waiver of any other breach of the Agreement. Neither HeartCount nor the Company will be deemed to have waived any of its rights under the Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver.

Severability. If a Court Decision holds one or more provisions of the Agreement or any part thereof invalid, or the mutual agreement by the HeartCount and the Company holds one or more provisions of the Agreement unenforceable, the Agreement shall be valid as to their other provisions as long as they are in accordance with the objective of the Agreement.

Force Majeure. HeartCount and the Company shall not be held liable in the event that the non-execution or delay in the fulfilment of their obligations under the Agreement results from Force Majeure. For the purposes of these Terms, “Force Majeure” means events beyond the control of the parties and that the parties could not foresee, avoid or eliminate (for example: any kind of riot or war in the countries where the parties are located in, and/or the natural disasters that lead to the failure of performance of the Agreement and / or decisions of state bodies).

In the event of Force Majeure, the execution of contractual obligations shall be suspended during this period. As soon as the Force Majeure expires, the parties shall make every effort to continue as quickly as possible with the normal performance of the contractual duties.

In the event of the occurrence of circumstances considered to be a Force Majeure, failure to fulfill obligations or delay in execution shall not be the cause of liability for damage or payment of penalties to the other party.

For the avoidance of doubt, the provisions of this section shall not be construed to limit the amount of, or excuse Company from paying, any fee or other consideration owed hereunder.

15. ISO 27001 and ISO 9001 Certified

HeartCount app is in compliance with standard ISO/IEC 27001:2022 for the following scope of certification: Computer programming. Statement of Applicability (SoA) issued on 2024/01/19.

HeartCount app is in compliance with standard ISO/IEC 9001:2015 for the following scope of certification: Computer programming. Statement of Applicability (SoA) issued on 2024/04/24.

16. Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time.

17. Correspondence and Contacting Us

The entire correspondence, notices or other correspondence arising from the Agreement shall be delivered in person or sent by registered mail or by general courier service to the addresses indicated in the Agreement or via e-mail to the following addresses:

For Provider: contact@heartcount.com

For Company: email address associated with Company’s Account (as defined in the SaaS).

Any notice served by hand, or post shall be deemed to have been duly given:

if by hand: when delivered;
if by e-mail: the day after the date of sending an e-mail;
in the case of registered delivery: on the fifth Workday (as defined in the SaaS) following the date of posting.

HeartCount and the Company may change its notice address or e-mail address under these Terms with prior prompt written notice to the other Party sent in accordance with this Section of the Terms.

If you’re a User and you have any questions about these Terms, please contact us:

● By visiting Contact us page on our Website

● By e-mail address: contact@heartcount.com and support@heartcount.com.