TERMS AND CONDITIONS

1. Scope and Subject of the General Terms and Conditions

These General Terms and Conditions (“GTC”) constitute the services contract between FirmaX Hungary (“FIRMAX”) (operated by FirmaX Hungary LLC) and the client (the “Client”) and apply to all legal relationships between them for the provision of business related services. It is implicit that the Client has accepted these GTC when submitting the order with FIRMAX. The Client and FIRMAX may deviate from these GTC by mutual agreement, in which case the relevant provision(s) in these GTC shall be superseded. Notwithstanding, any deviation from these GTC shall not be legally binding unless confirmed by FIRMAX in writing.

2. Offers, Conclusion of Contracts and Service Fee
   • FIRMAX’ offer is valid exclusively in writing (mail, email or fax) and for a period of 1 month as of the date of the offer, unless a specific validity date is set in the offer.
   • A contract will have been entered into after the Client accepts, either verbally or in writing, an offer issued by FIRMAX, or if FIRMAX sends a written confirmation of an assignment granted by the Client.
   • Orders with a value of HUF 500,000 or above shall be subject of a separate written services agreement between FIRMAX and the Client.
   • Unless the Client granting the assignment explicitly states that he is acting on behalf of a third party at the moment the contract is entered into and unless he states the name and billing address of this third party, FIRMAX will consider the person who has granted the assignment to FIRMAX to be the Client.
   • The service fee is stated in the offer provided by FIRMAX to the Client.
3. Modification and Cancellation of Orders
   • In the event that the Client makes any changes or additions to an assignment after the contract has been entered into, FIRMAX shall be entitled to charge an additional fee and/or alter the delivery deadline.
   • The cancellation of an order is only valid if made in writing.
   • If an order is cancelled while the service is being performed, the Client shall compensate FIRMAX for the amount of work performed to date. Upon payment for the service provided, FIRMAX shall provide the Client with the work performed. FIRMAX reserves the right to invoice the Client, and the Client agrees to pay, for any of FIRMAX’ costs incurred on research or other investment made to carry out the project.
4. Execution of Orders, Delivery and Delivery Deadline
   • FIRMAX agrees to carry out the Client’s order in a competent and professional manner.
   • If the date/time of completion of the service constitutes a substantial element of the order, the Client shall include this fact when placing the order. Delivery deadlines shall not be valid unless they have been expressly confirmed by FIRMAX in writing. FIRMAX agrees to immediately inform the Client of any circumstances that may delay an agreed delivery date/time.
   • The Client is held to do all that is necessary in order to make timely delivery by FIRMAX possible.
   • If the Client fails to provide FIRMAX with the materials necessary for carrying out the service in due time, as agreed in the order, FIRMAX shall be entitled to extend the delivery deadline with the time period of the delay.
   • FIRMAX may request, and the Client agrees to provide, additional information, documentation, or other reference materials pertaining to the service under contract. The Client shall supply such material and/or information to FIRMAX at the Client’s own risk and expense.
5. Confidentiality
   • FIRMAX shall observe strict confidentiality regarding all information made available by the Client. FIRMAX shall take all reasonable steps to secure that every internal and external services provider who gains access to the Client’s information keeps it in strict confidence. FIRMAX cannot be held liable for any unforeseen third party violation of their duty of confidentiality.
   • FIRMAX and the Client agree to keep strictly confidential all business, proprietary and other confidential information of the other party, which has become known to either party during the business relationship and after said relationship has been terminated. Both parties agree to take special care that all such information is kept confidential from third parties not involved in matters of the business relationship between FIRMAX and the Client. All contractual agreements between the Client and FIRMAX shall be kept securely and away from unauthorized access. The confidentiality obligation will remain in effect even after the business relationship or contractual agreement(s) is ended.
   • The Client consents that FIRMAX indicates the Client as a reference in FIRMAX’ marketing materials.
6. Quality Complaints and Warranty Claims
   • Complaints regarding the quality of the services must be filed by the Client immediately, but no later than one week, after the receipt of the respective materials. The Client shall be liable for any damage arising out of the delayed filing of the complaint. The quality complaint or warranty claim, together with the supporting evidence, shall be filed with FIRMAX in writing. Stating a quality complaint or a warranty claim shall not necessarily release the Client from its obligation to pay.
   • In case of a valid quality complaint or warranty claim, the Client shall grant FIRMAX a reasonable period of time to improve or substitute the materials. Should the Client deny this possibility to FIRMAX or engage a third party to remedy the deficiencies, then FIRMAX shall be released from its obligation to improve or substitute the product.
   • Should FIRMAX remedy the deficiencies within the agreed period, the Client shall be obliged to pay the full amount of the invoice.
   • Should FIRMAX fail to correct the deficiencies within an appropriate extension of the deadline, the Client may terminate the contract or may claim a fee reduction. In the case of minor mistakes, the Client shall not be entitled to terminate the contract.
7. Indemnification
   • FIRMAX is liable for the damages caused to the Client, pursuant to the general rules of Hungarian Civil Code. FIRMAX accepts no liability for any damages suffered by the Client attributable to the Client’s action or inaction. FIRMAX shall not be liable for the Client’s loss of profit. FIRMAX shall under no circumstances be liable for other forms of damage, such as consequential damage, loss of profit or losses.
   • FIRMAX shall be obliged to indemnify proven damages up to a maximum amount of 50% of the service fee, exclusive of applicable taxes, but shall in no case exceed HUF 50,000 per assignment.
8. Payment
   • Unless otherwise agreed in writing, the Client undertakes to pay the agreed service fee via bank transfer within a period of 8 days.
   • FIRMAX reserves the right to request advance payments or instalment payments, particularly in case of new, unknown or not punctually paying clients.
   • In case of late payment, the Client shall be obliged to pay additionally the applicable late payment interest.
   • Should the Client delay in payment, FIRMAX retains the right to suspend any ongoing assignment for the Client until the full payment of the outstanding services fee is made. This measure is also applicable to those Client’s orders where a fixed delivery deadline was agreed with FIRMAX.
9. Copyright
   • Unless explicit, written agreement to the contrary, the copyright to any documents produced by FIRMAX shall rest with FIRMAX. Upon payment of the full amount indicated in the invoice, according to FIRMAX’ payment terms, the copyright of the document passes to the Client. Any use of a product before receipt of full payment is deemed as full acceptance of the service rendered by FIRMAX without reservation.
   • The Client shall indemnify FIRMAX against any and all claims by third parties in respect of alleged violation of property rights, patent rights, copyrights or other intellectual property rights to the execution of the contract.
10. Applicable Law
    • All legal relationships between the Client and FIRMAX shall be governed by Hungarian Law. All legal disputes are subject to the jurisdiction of Budapest, Hungary.

FirmaX Hungary LLC