For the purposes of this Agreement, the following terms shall have the meaning as defined herein:

"Audit working paper templates" shall mean template documents which support the audit process in which all audit evidence obtained during the audit of financial statements can be recorded, distributed via the Software Solution".

"AWS" shall mean Amazon Web Services, Inc;

"AWS Terms and Conditions" shall include AWS Customer Agreement and AWS Service Terms as may be amended, novated and/or restated from time to time by AWS;

"Customer" shall mean business organization which entered into legally binding Agreement for Service with Tickmark Software (and agent/local service provider);

"Customer Content" shall mean any data sent, generated, uploaded or stored by the Customer on a cloud hosted by AWS, using the Software Solution.

"Data Allowance" shall mean the amount of data available to the Customer within the AWS Cloud;

"Free Trial" -- shall mean access to and use of Software Solution free of charge for a limited period of 14 (fourteen) days following the acceptance of these T & C;

"Software Solution" -- shall mean Tickmark Audit Software as described in Section 1.

"Service" -- shall mean download, access to and use of Software Solution as described in Sections 1 and 3 and Support as described in Section 11.

"Technical Specifications" - shall mean the technical specifications of the Software Solution, attached as Schedule I.

"User" -- means each individual employee of the Customer or its authorised agents, subcontractors or service providers who use Tickmark Audit Software;

2.1 Tickmark Software may, from time to time, implement updates, enhancements, modifications, or new versions of the Software Solution in order to improve performance, security, usability, or functionality.

2.2 The Customer acknowledges and agrees that:

(a) updates may modify or remove certain features;
(b) Tickmark Software has no obligation to maintain or support older versions;
(c) updates may occur automatically without prior notice;
(d) Tickmark Software is not liable for any impact resulting from updates, provided the Service continues to function in a materially compliant manner with this Agreement.

2.3 Tickmark Software will provide advance notice of updates where the change is material and may affect Customer workflows, except where the update is required for security, stability, or legal compliance.

3.1. Upon creating an account through the web application and accepting these Terms and Conditions, the Customer is automatically granted a 14-day free trial of the Software Solution. No installation is required; access is provided immediately via the Customer's default web browser.

3.2. Additional Users can be added at any time through the application's user interface. Each new User will be assigned unique login credentials. Adding Users during the Free Trial is permitted; however, any increase in user count may affect the subscription fee upon conversion to a paid plan. Full instructions for user management are available within the software's user guide.

3.3. The Free Trial provides access to most features of the Service for a period of fourteen (14) days from the date of account creation, with the exception of Audit working paper templates, which are available only to paid subscribers.

4.1. After the 14-day Free Trial period expires, continued access to the Service, or activation of Audit working paper templates, requires a paid subscription as per the current pricing available at https://www.tickmark-software.com/pricing/.

4.2. Customers may select from different subscription packages---either with or without Audit working paper templates. Each package includes 1 GB of storage per user, with the total organization storage calculated based on the number of active users. Additional storage and other resources are billed according to the Price List (https://www.tickmark-software.com/pricing/). Usage statistics, including data allowance, are visible within the application.

4.3. Subscription fees are billed in advance, based on the number of active users. If additional users are added during a billing period, charges for those users will be prorated for the remainder of that period and applied immediately. Removing users does not result in a refund, but their spot remains available until the end of the current billing cycle. At the start of each new billing period, the subscription will automatically adjust to reflect the actual number of active users.

4.4. Tickmark Software reserves the right to update the pricing or billing terms at any time, with advance notice provided to Customers via the website or by email. Continued use of the Service after the updated pricing takes effect constitutes acceptance of the new terms, unless the Customer cancels the subscription prior to the effective date, as described in Section 15.

5.1. The Service fee is charged in advance, either monthly or annually, based on the Customer's selected billing cycle and the number of active users, as detailed in the current Price List. Charges for any additional users added during the billing period will be prorated and applied immediately for the remainder of the billing cycle. No refunds are provided for users removed during the billing period, but their spot remains available until the end of the current cycle.

5.2. Service fees are automatically charged at the start of each billing period unless the Customer cancels the subscription through the account settings prior to the renewal date. Customers may manage or cancel their subscription at any time before renewal to avoid further charges.

5.3. Payments are processed automatically in the applicable currency (EUR for European customers, USD for customers outside Europe) using the payment details provided by the Customer. For Customers served through an agent or local service provider, charges may be processed in the local currency.

5.4. In the event of a failed payment, Tickmark Software (or the agent/local service provider, as applicable) reserves the right to suspend access to the Service until payment is received and may charge default interest at the rate established by applicable law for any overdue amounts.

5.5. Additional Services, Add-ons and Professional Services

Optional services, add-ons, or professional services not included in standard subscription packages are billed separately per the Price List.

6.1. The Customer is granted limited, non-exclusive, non-transferable, non-assignable and revocable license to make use of the Service for the term of this Agreement, strictly on and subject to the terms and conditions of this Agreement. Tickmark Software reserves all rights not expressly granted by this Agreement.

6.2. Customer shall use and shall permit its Users to use the Service only for Customer's own internal business purposes. Other than Users authorized under this Agreement, Customer shall not permit and shall prevent any third party use of the Service.

6.3. Customer shall not, and shall not allow any User to, (a) modify, port, adapt or translate or create any derivative works from or based on the Service, in whole or in part, (b) reverse engineer, decompile, disassemble or otherwise attempt to reduce the object code to or discover the source code of the Software Solution, or (c) combine or merge the Software Solution with, or incorporate it into, any other software. This prohibition shall not apply to the extent that applicable law affords Customer the right to decompile the Software Solution if and as necessary to render it interoperable with other software licensed or used by Customer, provided that Customer first requests such interoperability information from Tickmark Software and complies with any reasonable conditions, including payment of any reasonable fees and expenses then generally charged by Tickmark Software to its customers for the same. Customer's Use of the Software Solution to process Customer information or tasks and produce activity lists, schedules or reports which the Software Solution enables and for which it is intended will not be deemed to constitute creation of derivative works or violations.

7.1 Customer agrees not to misuse the Service: no unlawful use, no security probing, no harmful data, no unauthorized resale.

7.2 Tickmark may suspend access for AUP violations.

8.1. Customer's data and other information identified as confidential by Customer, are confidential information of Customer. Customer agrees that the Software Solution constitutes trade secret and confidential information of Tickmark Software. "Confidential Information" includes any and all information that is or reasonably should be understood to be confidential, proprietary, or generally not available to the public, whether furnished or made available before or after the date of this Agreement, and regardless of its form, format, media or mode of disclosure (written, visual, electronic or other).

8.2 Each party agrees to use the same care to protect the Confidential Information of the other as it employs with similar information of its own (but in no event less than reasonable care). Neither party will disclose any Confidential Information of the other party, except that each party may disclose Confidential Information of the other to its employees, subcontractors, service providers or agents who have a need to know such information, provided that, prior to such disclosure, the disclosing party requires that each such employee, subcontractor, service provider or agent agree to the restrictions on use and disclosure of Confidential Information set forth in this Agreement. The parties further agree that they will use Confidential Information solely for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement. For the purpose of this Section 8, with respect to Tickmark Software, "party" shall include any agent/local service provider of Tickmark Software. In addition, Tickmark Software shall be responsible for agent/local service provider full compliance with the confidentiality obligations hereunder. Upon any termination of this Agreement or otherwise promptly after the disclosing party's reasonable request, the receiving party shall either return to the disclosing party or destroy and certify in writing to such party the destruction of any and all Confidential Information of such party in the receiving party's possession. These confidentiality obligations shall survive the termination of this Agreement indefinitely.

8.3 The Customer acknowledges and accepts that all Confidential Information provided to Tickmark Software and/or entered into the Software Solution (i.e. Customer and Users identification and contact data, provided at registration any and all Customer financial data entered into Software Solution, etc.) is stored in the Cloud hosted by AWS and does hereby expressly agree to AWS Terms and Conditions. Storage of Confidential information in the Cloud shall not be deemed as disclosure contrary to clause 8.2 hereof.

8.4 Disclosure of Confidential Information contrary to the terms of this Agreement shall not include information which is: (i) independently developed by the party without the benefit of the other's disclosure or is already known by the party at the time of disclosure; (ii) approved for release by the other's written authorization or is rightfully received by the party from a third party without any obligation of confidentiality; (iii) public knowledge without the wrongful act or breach of this Agreement by either party; or (iv) disclosed pursuant to the requirements of a governmental agency or court order.

9.1 Tickmark Software shall implement and maintain appropriate technical and organizational measures designed to protect the security, confidentiality, and integrity of the Service in accordance with industry standards and as further described in the Privacy Policy.

9.2 The Customer is solely responsible for: (a) maintaining the confidentiality and security of all login credentials, passwords, and access methods;
(b) ensuring that its Users access the Service only through authorized devices and secure networks;
(c) configuring its internal systems and devices in a secure manner;
(d) managing User permissions, account roles, and any internal security policies related to the use of the Service.

9.3 Tickmark Software is not responsible for unauthorized access to Customer Content caused by the Customer’s failure to maintain security controls, improper credential management, negligent device protection, or other security oversights under the Customer’s control.

9.4 The Customer shall promptly notify Tickmark Software of any actual or suspected unauthorized access or security breach related to its accounts.

10.1 The Customer acknowledges and agrees that Tickmark Software relies on third‑party service providers (sub‑processors) to provide hosting, infrastructure, or related services necessary for operating the Software Solution. The primary sub‑processor is Amazon Web Services (AWS).

10.2 Tickmark Software may engage additional sub‑processors, provided such sub‑processors are bound by data protection and confidentiality obligations no less strict than those contained in this Agreement and applicable Privacy Policy.

10.3 A current list of sub‑processors is maintained in the Privacy Policy or on the Tickmark Software website. Continued use of the Service after updates to the sub‑processor list constitutes acceptance of such changes.

10.4 For markets served jointly by Tickmark Software and an agent/local service provider, such agent/local service provider may act as a processor in providing support services as described in this Agreement.

11.1 For customer support with account-related and payment-related questions Customer will use the Contact form available on Tickmark Software web https://www.tickmark-software.com/contact/ and/or e-mail address support@tickmark-software.com.

For markets where Tickmark Software cooperates with an agent/local service provider in providing the Service, for customer support with account-related and payment-related questions Customer will use the contact details of a local agent/local service provider, provided at registration.

11.2. For customer support with Software Solution related questions Tickmark Software offers remote desktop support for the initial set up, within 30 days following acceptance of these T & C. In order to be able to use remote desktop support Customer will: (a) at its expense, maintain an approved, secure internet connection and such other compatible devices as needed to enable Tickmark Software to gain remote desktop access, with Customer's consent and (b) cooperate with Tickmark Software for the purposes of the initial set up.

For markets where Tickmark Software cooperates with an agent/local service provider in providing the Service, for customer support with Software Solution related questions a local agent/local service provider offers remote desktop support for the initial set up. Contact details of a local agent/local service provider are provided at registration.

11.3 Throughout the duration of this Agreement, Tickmark Software shall maintain appropriate hosting Agreements with AWS or such other service provider as Tickmark Software may deem appropriate, as well as appropriate SSL Certificates.

12.1. Customer acknowledges that Tickmark Software is and will remain the sole and exclusive owner of all intellectual property rights. Customer shall have no rights, title or interest therein or thereto, other than the limited license expressly set forth in the Agreement.

12.2. Nothing in this Agreement shall be construed as granting Tickmark Software any right, title or interest in or to any Customer Content or other content or information input into or processed using the Software Solution.

12.3. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Tickmark Software to the Customer. Intellectual Property Rights means all intellectual property rights, title and interests, including, without limitation, all copyright, patent, trade secret, trademark and other intellectual property and proprietary and moral rights related thereto, and these and any other similar rights in any jurisdiction relating to the Software Solution.

13.1 Tickmark Software warrants to Customer that, the Service/Software Solution will perform substantially in accordance with the functional specification contained in the User manual available within Software Solution interface when such Service is accessed using the recommended operating system as per Technical Specifications. Tickmark Software's entire liability and the Customer's sole and exclusive remedy for breach of this Section 13.1 will be limited to Tickmark Software's refund of the last fee paid by Customer and termination of this Agreement. The warranties in this Section 13.1 shall not apply if, and during the period that Service was provided to Customer as Free trial.

13.2 The preceding Tickmark Software warranties do not apply to and, to the full extent permitted by law, Tickmark Software shall have no responsibility for breaches of warranty to the extent arising from: (i) Customer operator errors; (ii) Customer hardware or operating system failures; (iii) AWS system faults or failures;

13.3 EXCEPT FOR (i) THE WARRANTIES EXPRESSLY STATED ABOVE IN THIS SECTION 13 AND (ii) ANY WARRANTY, REPRESENTATION OR CONDITION TO THE EXTENT THE SAME CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, TICKMARK SOFTWARE AND ITS AGENTS, SUBCONTRACTORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES, AND EXPRESSLY DISCLAIM AND EXCLUDE ANY AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY OR UNDER STATUTE, CUSTOM, USAGE, COURSE OF PERFORMANCE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, TICKMARK SOFTWARE AND ITS AGENTS, SUBCONTRACTORS AND SUPPLIERS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, THAT THE SOFTWARE SOLUTION, SUPPORT, SERVICE OR OTHER DELIVERABLES/ADDITIONAL SERVICES PROVIDED BY OR ON BEHALF OF TICKMARK SOFTWARE WILL SATISFY CUSTOMER'S REQUIREMENTS OR THAT THEIR USE OR OPERATION WILL BE ERROR OR DEFECT FREE OR UNINTERRUPTED, OR THAT ALL SOFTWARE SOLUTION DEFECTS WILL BE CORRECTED. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 13, (A) THE SERVICE IS PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT ANY GUARANTEES REGARDING QUALITY, PERFORMANCE, SUITABILITY, TIMELINESS, SECURITY, DURABILITY, INTEGRABILITY OR ACCURACY, AND (B) CUSTOMER ACCEPTS THE ENTIRE RISK OF AND RESPONSIBILITY FOR USE, QUALITY, PERFORMANCE, SUITABILITY AND RESULTS OF USE OF THE SERVICE/SOFTWARE SOLUTION AND ITS OWN REPORTING AND OR AUDIT APPROACH OR METHODOLOGY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TICKMARK SOFTWARE, ANY OF ITS AGENT/LOCAL SERVICE PROVIDERS, AGENTS, SUBCONTRACTORS OR SUPPLIERS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS OR DIRECTORS WILL INCREASE THE SCOPE OR OTHERWISE ALTER THE TERMS OF ANY WARRANTY EXPRESSLY STATED IN THIS AGREEMENT OR CREATE ANY NEW REPRESENTATIONS, WARRANTIES OR CONDITIONS.

14.1 THE SOFTWARE SOLUTION MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. CUSTOMER ACKNOWLEDGES AND AGREES THAT TICKMARK SOFTWARE AND ITS AGENTS, SUBCONTRACTORS AND SUPPLIERS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE, OR (II) UNAUTHORISED USERS (E.G. HACKERS), MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE CUSTOMER'S DATA, WEBSITES, COMPUTERS OR NETWORKS. TICKMARK SOFTWARE SHALL NOT BE RESPONSIBLE FOR PREVENTION OR EFFECTS OF SUCH ACTIVITIES.

14.2 CUSTOMER ACKNOWLEDGES AND AGREES THAT TICKMARK SOFTWARE AND ITS AGENTS, SUBCONTRACTORS AND SUPPLIERS CANNOT INFLUENCE THE CONDUCT OF AWS OR ANY OTHER HOSTING SERVICES PROVIDER. TICKMARK SOFTWARE SHALL NOT BE RESPONSIBLE FOR ACTS OR OMISSIONS BY AWS OR OTHER HOSTING SERVICE PROVIDER.

14.3 CUSTOMER ASSUMES ALL RESPONSIBILITIES AND RISKS, FOR ITSELF AND ALL ITS USERS, REGARDING: (I) ALL DATA AND INFORMATION COLLECTED, USED OR INCLUDED IN OR PROCESSED, ACCESSED OR STORED WITH THE SOFTWARE SOLUTION; (II) THE PREPARATION, ACCURACY, REVIEW AND USE OF RESULTS OBTAINED THROUGH USE OF THE SOFTWARE SOLUTION OR ANY CONTENT, AND ANY DECISIONS OR ADVICE MADE OR GIVEN TO ANY PARTY BASED ON THE USAGE OF THE SOFTWARE SOLUTION. THE AUDIT WORKING PAPER TEMPLATES CANNOT IN ANY WAY BE DEEMED TO REPLACE THE DUE APPLICATION OF THE AUDITING STANDARDS, IN THEIR RELEVANT VERSION, BY THE CUSTOMER OR BE RELIED UPON BY THE CUSTOMER WITHOUT THE APPROPRIATE APPLICATION OF THE AUDITING STANDARDS. TICKMARK SOFTWARE AND ITS AGENT/LOCAL SERVICE PROVIDERS, AGENTS, SUBCONTRACTORS AND SUPPLIERS ARE NOT ENGAGED IN RENDERING AUDITING, ACCOUNTING, LEGAL OR OTHER PROFESSIONAL OR EXPERT ADVICE OR SERVICES AND ARE NOT RESPONSIBLE FOR HOW THE SOFTWARE SOLUTION IS USED, THE RESULTS AND ANALYSIS DERIVED BY CUSTOMER BY USE OF THE SOFTWARE SOLUTION, THE DUE APPLICATION OF THE INTERNATIONAL STANDARDS OF AUDITING IN THEIR WORK AND ANY DECISIONS THE CUSTOMER MAY TAKE BASED ON CUSTOMER'S USAGE OF THE SOFTWARE SOLUTION.

14.4 EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TICKMARK SOFTWARE OR CUSTOMER, NOR THEIR RESPECTIVE AGENT/LOCAL SERVICE PROVIDERS, AGENTS, SUBCONTRACTORS OR SUPPLIERS, WILL HAVE ANY LIABILITY WHATSOEVER FOR ANY LOSS OF SALES, PROFITS, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR ANY LOSS OR DAMAGE, EVEN IF ADVISED OF THE POSSIBILITY OF THEIR OCCURRENCE, RESULTING FROM OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE SOLUTION, CONTENT, SUPPORT OR ANY SERVICES RENDERED HEREUNDER, OR ANY OTHER CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION (WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, STATUTE OR OTHERWISE), PROVIDED, HOWEVER, THERE SHALL BE NO LIMITATION OF LIABILITY FOR CUSTOMER'S BREACH OF ANY PROVISIONS OF THIS AGREEMENT RELATING TO PAYMENT, CONFIDENTIALITY AND NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION.

14.5 The entire and collective liability of Tickmark Software and its agent/local service providers, agents, subcontractors and suppliers, arising out of or related to this Agreement, the Software Solution, Customer Content, Support or Services in general, or any other cause whatsoever, including without limitation on account of performance or non-performance of obligations under this Agreement, regardless of the form of the cause of action, whether in contract, tort (including without limitation negligence), statute or otherwise, shall in no event exceed the total fees paid to Tickmark Software in the twelve-month period preceding the date such claim or cause of action first arose. The limitation of liability under this Section will be applied to the maximum extent permitted by applicable law.

15.1 This Agreement shall come into force upon the Customer's acceptance of these T & C and will remain in force until cancellation of Service by either party in accordance with the terms hereof.

15.2 The Customer may cancel the Service at any time and thereby terminate this Agreement. The Customer cancels the Agreement by using the Contact form available on the Tickmark Software website (https://www.tickmark-software.com/). Following cancellation of the Service, Tickmark Software will charge the Customer for the Service provided up to the cancellation date in accordance with the applicable Price List. Payments made in advance for months or years are non-refundable under any circumstances, regardless of whether the Service is cancelled before the end of the paid period.

15.3. Tickmark Software may cancel the Service and thus terminate this Agreement due to Customer's violation of any provision of the Agreement or for failure to pay the Service fee timely. Tickmark Software shall, with immediate effect, suspend Customer access to the AWS Cloud and the Customer shall immediately cease using Software Solution and in particular Audit working paper templates. Customer's failure to immediately cease using Audit working paper templates represents infringement of Tickmark Software's intellectual property rights.

15.4. Sections 6, 8, 9, 10, 12, 13, 14, 16 and 17 herein, as well as any other sections of the Agreement that, either explicitly or by their nature, must remain in effect after termination of the Agreement, shall survive termination.

16.1 The Parties consent to the application of Croatian law to govern, interpret and enforce all rights, duties and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles.

16.2 Any dispute arising under or relating to the subject matter of this Agreement shall be submitted for resolution to the competent Court in Rijeka.

17.1 This Agreement, including its Schedule I and Privacy Policy, (i) collectively constitute the entire Agreement between the parties, and (ii) supersede all prior Agreements, understandings, proposals and communications, oral or written, relating to the subject matter of this Agreement.

17.2. By accepting these T & C Customer confirms to have read our Privacy Policy, for information regarding how Tickmark Software collects, uses, and discloses Customer's personal information and protects privacy when Customer uses the Software Solution, and provides us with consent to collect and use personal data in line with and for the purposes specified in our Privacy Policy.

17.3 Should any provision of this Agreement be held invalid, illegal or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid, illegal or unenforceable the remaining provisions of the Agreement, and the application of that provision shall be enforced to the extend permitted by law.

17.4 Occasionally Tickmark Software may make changes to the Agreement. When material changes are made to the Agreement Tickmark Software will provide Customer with the advance notice (through web on https://www.tickmark-software.com/ or by e-mail). Customer's continued use of the Service after the changes have been made will constitute Customer's acceptance of the changes. If the Customer does not wish to continue using the Service under the new version of the Agreement it may cancel the service as per Section 15.

1. Tickmark Software 2.0 web

Supported Browsers:

Google Chrome (latest version recommended)

Internet Connection:

Stable broadband internet connection (minimum 1 Mbps recommended)

Devices:

Compatible with Windows, macOS, Linux, iOS, and Android devices

Screen Resolution:

Minimum 1024 x 768 pixels recommended

Other:

JavaScript and cookies must be enabled

2. Desktop Companion Software

CPU: 1 GHz or higher

RAM: 2 GB minimum

Hard Drive: 1 GB free space plus storage for user documents

Operating System:

Windows 10 or later

macOS 13 (Ventura) or later

Additional Requirements:

Internet connection required for cloud features

Admin rights for installation