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INTRODUCTION
These General Terms and Conditions (“GTC”) of Attention CRM Consulting Kft. (the
“Provider”) apply to the services provided by the Provider. The party using the services (the
“Customer”) - in the absence of a valid contract - accepts these GTC with unchanged content.
In this case, the Provider's proposal accepted by the Customer (the "Proposal") and these
GTC together regulate the contractual relationship between the Parties. If there is a
discrepancy between the Proposal and these GTC, the terms of the Proposal shall prevail.
In there is a valid contract in place between the Provider and the Customer, the legal
relationship of the Parties shall be governed by the terms and conditions of such contract.
In these GTC, the term “Parties” means the Customer and the Service Provider together, the
term “Party” means one of them.
RIGHTS AND OBLIGATIONS OF THE PARTIES
The Parties shall cooperate with each other in accordance with the requirements of good
faith and fairness.
The Customer shall make available to the Provider in a timely manner all facts, information
and documents required for the due performance of the Services.
The Provider shall complete its tasks within the relevant deadlines as stipulated in its
Proposal.
Whenever a deliverable is completed, the Provider shall hand over a copy thereof to the
Customer and the Customer shall check it on the basis of and against the acceptance criteria
as further defined in the Provider’s project management plan. If requested, the Provider shall
demonstrate that the deliverable meets the applicable specifications.
If a deliverable does not meet the acceptance criteria or does not conform to the applicable
specifications, the Customer shall notify the Provider within five (5) business days of the
delivery in writing, detailing the deficiencies. The Provider shall correct all deficiencies as
soon as possible. When the deficiencies have been corrected, the Provider shall re-submit
the deliverable to the Customer for verification and testing.
After delivery has been successfully made, the Customer shall issue a Certificate of
Acceptance of the completed tasks. The Customer’s representative shall sign the Certificate
of Acceptance within three (3) days of delivery and acceptance (“Acceptance period”). Upon
the issuance of a signed Certificate of Acceptance, the Provider becomes entitled to invoice
the relevant fees.
Notwithstanding the foregoing, if the Customer fails to reject any deliverable within the
Acceptance period with detailed reasoning, or does not issue the Certificate of Acceptance
within the Acceptance period, such deliverable shall be deemed accepted at the end of the
Acceptance period and the Provider becomes entitled to invoice the relevant Fees.
ACCEPTANCE OF SERVICES (TIME AND MATERIALS ENGAGEMENTS)
At the end of each calendar month, the Provider shall hand over the Customer the time
sheets detailing the time spent on performing the Services. The Customer shall check and
sign them within five (5) days. When the Principal signs a time sheet (i.e. acceptance takes
place), the relevant fee becomes due and payable. As of the date of acceptance this payment
obligation may not be invalidated, and the fees paid become non-refundable.
If the Customer fails to reject the approval of the time sheets within the Acceptance period
with detailed reasoning, or does not issue the Certificate of Acceptance within the
Acceptance period, such time sheets shall be deemed accepted at the end of the Acceptance
period and the Provider becomes entitled to invoice the relevant Fees.
WARRANTY
The Provider warrants that Services will be provided in a professional manner as expected
from and IT expert, consistent with industry standards. This warranty will remain in effect for
a period of thirty (30) days from the day the Service is completed. To enforce its rights under
the warranty, the Customer must notify the Provider of any deficiencies in the Services
immediately and in writing.
The Provider does not warrant that any software developed for the Customer will operate
without any interruptions or errors after the completion of the delivery tests and
acceptance.
The Customer’s sole and exclusive remedy in case of breach of warranty is to demand the re-
performance of the Services free of charge. If the Provider is to provide the Services again, as
required under the warranty, the Customer shall have the right to demand repayment of the
Provider’s fee for any Services that remain deficient.
This Section contains the Provider’s warranty obligations and the Customer’s exclusive
remedy for the breach of those obligations and there are no other warranties and remedies.
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LIABILITY
The Parties shall be fully liable for any direct damages they cause to each other wilfully or by
serious misconduct.
The Parties expressly exclude any liability for indirect and/or consequential damages. The
Provider‘s liability for direct damages shall be limited to the fees paid by the Customer for
the Services that gave rise for the liability.
INTELLECTUAL PROPERTY RIGHTS
Upon payment in full of the relevant Fees due, the Provider shall assign to the Customer all
economic intellectual property rights in any deliverables prepared for the Customer.
The Provider retains the right to develop, use, and distribute works that are substantially
similar to the deliverables handed oved to the Customer, including similar in function,
structure, sequence, or organisation. These GTC do not grant, amend, or modify any licence
for any programs or documentation owned or distributed by the Provider.
CONFIDENTIALITY
The Parties agree that they may disclose confidential information to the other Party during
the performance of their duties (hereinafter: Confidential Information). The Parties will only
treat confidential information that has been marked as “confidential” when disclosed or
otherwise revealed. This shall not apply to business secrets which are to be kept in
confidence for an indefinite period of time.
Information that does not qualify as confidential information shall include, but not be limited
to, information which:
a. at the time of supply is in the public domain; or
b. subsequently comes into the public domain, except through breach of the
undertakings set out in these GTC; or
c. is already in the lawful possession of either Party; or
d. subsequently comes lawfully into the possession of either Party from a third party
who does not owe the other party an obligation of confidence in relation to it; or
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e. is required to be disclosed by law, regulation or any governmental or competent
regulatory authority, as long as, to the extent such consultation is permitted by
applicable law, the disclosing Party consults the other Party first on the proposed
form, timing, nature and purpose of the disclosure.
The Parties agree that they will treat each other’s Confidential Information as confidential
during the provision of the Services and for a period of three (3) years after their completion.
FEES
The Customer shall pay Provider a Fee for the performance of its obligations. The exact Fee
and payment the schedule of payments shall be defined in the Proposal accepted by the
Customer.
The Provider shall act as an independent Provider and will be required to pay all social
security contributions and other contributions, as well as employee payroll deductions after
its own employees.
PAYMENT TERMS
The Customer shall pay all invoices of the Provider by bank transfer to the bank account
specified in the given invoice within eight (8) days of the receipt of such invoice.
In case of late payment due to reasons attributable to the Customer, the Provider shall have
the right to demand late payment interest at the rate specified under Section 6:48.§ of the
Act V of 2013 on the Civil Code.
The Customer excludes its liability for any delay in payment caused by the fact that the
invoice has been sent to an address other than the specified address or that the invoice has
been completed incorrectly.
COOPERATION
The Parties shall cooperate to ensure the due provision of the Services. Within the
framework of this cooperation, the Parties shall notify the other without delay of any facts,
circumstances or events that may affect the due performance of the Provider’s obligations,
or that may limit, delay, hinder or prevent the performance thereof in any way.
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The Parties declare that they do not intend to apply Section 6:63. (5) of the Civil Code in their
legal relationship.
CHANGE REQUESTS
Any request for a change in the ordered Services shall be in a written form. This applies to all
requests, including, but not limited to, changes to the project plan, scope, specifications,
schedule, design and expectations. The Provider will not be required to carry out the changes
requested by the Customer until the Parties mutually agree in writing on the same.
CONTACT PERSONS, NOTIFICATIONS
The Parties shall appoint contact persons for communication purposes. The contact persons
will, among other tasks, coordinate and document all activities carried out within the
framework of the Parties’ cooperation and eliminate any barriers to such activities.
The Parties will consider the sending of written messages electronically as an acceptable
form of written notification. If there is any doubt as to whether a notification has been made
in the case of both letters and electronic messages, it will be the sender’s responsibility to
prove that it has sent the message to the other Party.
The Parties shall send written notifications and statements to be made within the framework
of cooperation to the other Party’s appointed contact persons, and the contact persons of
the other party are entitled to consider these notifications and statements as authentic and
valid.
FORCE MAJEURE
Neither Party shall be responsible for failure or delay of performance if caused by
extraordinary events that were not foreseeable within the scope of the Parties. Force
Majeure events include, but are not limited to, the following events: strike, act of terror, act
of war, act of God, riot, explosion, flood, epidemic, natural disaster, prohibition of
transportation, government restrictions, electrical, internet or telecommunication outage or
other event outside the reasonable control of the obligated Party.
The Parties will use reasonable efforts to mitigate the effect of a force majeure event. If such
event continues for more than ninety (90) days, either Party may cancel unperformed
Services upon written notice.
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This section does not excuse either Party’s obligation to take reasonable steps to follow its
normal disaster recovery procedures or the Customer’s obligation to pay for Services
provided.
LANGUAGE
The language of the notifications and documents to be delivered or exchanged hereunder is
Hungarian.
If the Customer wishes to receive certain documents in English, the Parties shall agree to that
end.
GOVERNING LAW AND JURISDICTION
The Parties agree to attempt to settle all disputes between them amicably.
These GTC shall be governed by and construed in accordance with the laws of Hungary.
The Parties agree to submit all and any disputes arising out of or in connection with their
cooperation to the courts having exclusive jurisdiction as per the Act on Civil Procedure.
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