TERMS AND CONDITIONS
Name: Sublight Kft.
Registered Office: H-3532 Miskolc 63 Torontáli u. 63
Company Registry Number: 05-09-025716
VAT ID: 24351348-2-05
Represented by: Máté Hajdú, Managing Director
as Contractor, (hereinafter: Contractor)
(Customer and Contractor jointly as Parties, separately as Party) under the following terms and conditions:
Object and Purpose of the Agreement:
Parties acknowledge that Contractor’s scope of activity shall include but shall not be limited to the following:
web/mobile application development and design;
planning and realization of marketing campaigns;
design and manufacturing of exhibition structures and prints;
advertisement services (especially: purchase of online and printed ads);
purchase of media;
manufacturing of gift items;
storage, data management, customers’ account management and other marketing support.
Pursuant to this Framework Agreement, Contractor agrees to execute the tasks within his scope of activity under Section 1, if ordered under the terms and conditions specified in the Offer confirmed as below.
Customer shall send his request for offer with regard to the tasks set out in Section 1 of this Framework Agreement (hereinafter: Request for Offer) in writing to Contractor’s email address firstname.lastname@example.org, indicating the exact task to be carried out.
In the Request for Offer, Customer shall indicate the main information regarding the task to be carried out, in particular the quantity, deadline (if applicable, interim deadlines), place of performance, etc.
If the available information is not sufficient to prepare an accurate Offer, Contractor shall contact Customer in writing without delay regarding the missing information.
If, based on the Request for Offer (and the obtained missing information, if applicable) Contractor has sufficient data at his disposal, Contractor shall send an Offer (hereinafter: Offer) to Customer within 5 business days from receipt of the Request for Offer (or the missing information) in writing.
The Offer shall contain:
- the performance deadline or if applicable, interim deadlines offered by Contractor;
- the retainer fee;
- the payment schedule;
- the payment method;
- the place of performance;
- any other significant information that affects contracting.
Contractor shall be bound by the Offer for 8 days from sending it. If Customer fails to send a notification accepting Contractor’s Offer within this timeframe, Contractor will be relieved from being bound by the Offer.
Customer’s acceptance of the Offer within the deadline under Section 5 without any amendments shall be held as concluding a contract between the Parties.
Should Customer submit a proposed amendment within the above deadline regarding any material issue, Contractor shall notify Customer on the acceptance/rejection thereof within 5 business days in writing (New Offer).
The Offer or the New Offer shall be accepted in a written legal statement expressing acceptance.
Legal statements of acceptance that are submitted late will not trigger the conclusion of the contract, except where Contractor notifies Customer of the conclusion of the contract within 1 business day from receipt of the late legal statement of acceptance.
Retainer Fee, Other Costs, Payment Terms
As a consideration of the tasks completed, Contractor shall be entitled to a retainer fee specified in the accepted Offer.
Unless the accepted Offer specifies otherwise, the retainer fee contains all foreseeable costs. The retainer fee shall not contain extra costs covering the execution of Customer’s instructions not contained in the accepted Offer.
Any other unforeseeable costs (if applicable) shall be borne by Customer and shall be due together with the retainer fee.
Contractor shall be entitled to issue his invoice upon certification of performance.
Customer shall pay by wire transfer the retainer fee against an invoice to Contractor’s bank account within 30 days from receipt of the invoice.
Contractor shall exercise his right to withhold passing of title; right, title and interest, including copyright of all delivered work shall remain with Contractor until payment of the retainer fee. Customer shall not be entitled to use or apply the delivered work before the payment of the retainer fee.
Customer’s late payment will entitle Contractor to receive default interest in the rate specified in the Civil Code and a flat rate reimbursement of collection costs specified by a separate regulation.
Performance Deadline, Performance
Contractor agrees to complete and deliver to Customer by the corresponding deadlines the works listed in the Offer. Contractor hereby informs Customer that the performance deadline shall always be not less than 3 days. Exact deadlines shall be specified in the Offer.
If Customer requires deadlines shorter than the deadlines specified in the Offer, or intends to shorten the deadline after conclusion of the individual contract, Contractor shall be entitled to decide whether he agrees to perform the tasks within the shorter deadline. If Contractor agrees to perform within a shorter deadline, Contractor will charge an extra 25% +VAT, as a rush charge. Parties agree that all performance deadlines shorter than the deadline under Section III.1 shall be subject to this Section.
Acceptance of the ordered works and their compliance with the agreed technical and formal requirements shall be evidenced by Customer by issuing of a Certificate of Completion. Customer shall inspect the work delivered to him by Contractor within 2 business days and he shall issue and electronically send the Certificate of Completion to Contractor in case of accepting, or issue a rejection statement in case of rejecting the work. The Certificate of Completion issued by Customer shall entitle Contractor to issue an invoice and to collect the retainer fee. When no statement is issued, the performance shall be considered accepted, entitling Contractor to issue his invoice.
To facilitate a timely performance, Customer agrees to respond to Contractor’s written, electronically transmitted questions within 2 business days. Failure to comply with the obligation herein shall extend Contractor’s deadline by the time elapsed between the 2 business days’ time and the actual response. If Customer is late with the response by more than 15 days, Contractor shall be entitled to terminate the contract and to claim the consideration of the work completed until the time of such termination.
Responsibilities of Contractor
Contractor agrees to coordinate in advance with Customer on all information necessary to complete the works laid down in the Offer; if necessary, Contractor shall involve Customer in the working processes and engage in enhanced cooperation with Customer’s employees, executives.
Contractor shall prepare the works laid down in the Offer in compliance with Customer’s instructions and the requirements of this Framework Agreement, in high professional quality and expertise.
Contractor shall only be entitled to suspend performance of the works laid down in the Offer if he is instructed by Customer in writing to do so, when Customer breaches the Agreement, or if Customer fails to disclose in writing the information necessary to complete the works laid down in the Offer.
Contractor shall complete all work phases professionally, he shall inform and call Customer’s attention to individual defects and noticeable shortcomings.
Contractor agrees to complete the tasks in compliance with the data and instructions provided by Customer. If Customer’s instructions are impractical or unprofessional, Contractor shall warn Customer thereon.
Responsibilities of Customer
Customer undertakes to hand over to Contractor all information and material (descriptions, raw materials, image materials, pictures, project data, etc.) necessary to complete the works laid down in the Offer. Customer shall undertake responsibility and liability for such material and information not infringing third parties’ rights.
When Contractor reports that the works are completed, Customer shall inspect the completed works within the deadline under this Framework Agreement and decide whether to accept or to reject them as set forth in Section III.3 above.
Customer shall cooperate with Contractor and provide the necessary instructions without delay.
Customer shall disclose to Contractor without delay all information and data in his possession that are requested by Contractor in writing as necessary for the completion of the tasks laid down in this Agreement and in the Offer. Should Customer provide data in delay, Contractor’s completion deadline shall be extended proportionately to the delay.
If a site visit to the Working Area or to Customer’s IT system is necessary for performance, Customer shall ensure Contractor’s smooth entry into the Working Area. Customer shall only be bound by this obligation provided that Contractor informed Customer in writing about his intention to enter the Working Area at least 3 (three) business days in advance, and Customer did not object to the date and time of the visit.
Method of Performance;
A new work phase shall only be started if the previous phase has been accepted by Customer. Customer shall inspect the work delivered to him by Contractor within 2 business days and make a statement on accepting or rejecting it. If Customer has complaints about the result of any work phase in terms of quantity or quality, Customer shall return the works to Contractor for repair, accompanied by a detailed, written list of the complaints and by setting a new deadline of performance, which shall not be shorter than 5 business days. Quality complaints may only be based on the fact that the work does not comply with the content requirements of the Framework Agreement and the Offer or Customer’s professional instructions, or, based on objective facts, it is not suitable for the purposes it was ordered for by Customer.
Contractor may use the services of a sub-contractor to perform the work.
Liability, Distribution of Damages
Contractor shall be liable for the compliance of delivered Work materials with the regulations governing business advertisements and – with the exception of materials and information provided by Customer – copyright. If fulfilling Customer’s order is contrary to any regulation of the law, Contractor shall point this out to Customer in writing without delay, provided that the recognition of the breach of law can reasonably be expected from him. If, despite of Contractor’s warning, Customer repeats the instruction in writing, this shall relieve Contractor from the liability.
Intellectual Property Rights
Upon payment of the retainer fee, Customer shall obtain an exclusive license of use unrestricted in time and space.
Parties agree that source files / source codes and the delivery thereof shall not form part of the Work Material and shall not be covered by the retainer fee. If Customer also wishes to obtain a non-exclusive license to use the source files, Customer shall pay a surcharge of 50% of the retainer fee in addition to the agreed retainer fee, as a consideration of the licenses. (License Fee)
Source file / source code example:
Graphic files: .psd, .ai, .sketch, .indd, etc.
Source codes of websites, mobile applications, software etc.
Raw picture files of processed photos: .raw, .cr2, .nef, etc.
Video raw materials, and project files (.prproj, .ae, etc.)
Parties agree that source codes and their delivery shall not form part of the Work Material and shall not be covered by the retainer fee. If Customer also wishes to obtain a non-exclusive license to use the source codes, Customer shall pay a surcharge of 50% of the retainer fee in addition to the agreed retainer fee, as a consideration of the licenses. (License Fee)
Upon payment of the License Fee, a non-exclusive right to use all source codes of the completed Work Material shall be transferred to Customer, however, Contractor shall also remain entitled to use the source codes for future works.
Handing over the source codes under Section VIII.2 shall be subject to payment of the full retainer fee and License Fee. Upon payment of the License Fee, Contractor shall hand over the source codes, the necessary specifications and parameters to Customer within 3 business days.
Upon payment of the License Fee, a non-exclusive right to use all source codes of the completed work material shall be transferred to Customer, however, Contractor shall also remain entitled to use the source codes for future works, except for parts affecting Customer’s business model.
When using the Work Material for any purpose, Customer shall attribute authorship of the material to Contractor.
Contractor represents and warrants to be in full possession of the rights licensed to Customer under this Agreement, and no third-party rights exist that would restrict or hinder such licenses.
Customer agrees to Contractor’s listing the completed works among its references. If the completed works should not be used as references, this shall be indicated by Customer in writing in advance, until the time of completion the latest.
Temporal Scope of the Agreement
This Framework Agreement shall enter into force upon execution thereof by both Parties. This Framework Agreement is entered into for an indefinite time period.
The Offer shall become effective when the Request for Offer has been submitted and confirmed as set forth in this Framework Agreement. Individual agreements shall be effective upon acceptance of the Offer by the Customer. The temporal scope of the Offer shall be restricted as set forth in Section I.5.
Termination of the temporal scope of this Agreement: Parties may terminate this Framework Agreement or the individual agreement entered into by accepting the Offer at any time by way of mutual agreement (agreement on termination). In such cases, Parties shall settle accounts.
The individual agreement based on the Offer shall terminate on the day the Agreement is performed according to its terms or on the date set out in the Parties’ agreement under Section IX.3 above. Individual agreements shall not be terminated by way of ordinary notice without cause.
The invalidity or the loss of temporal scope of any individual agreement based on an individual Offer shall not affect the scope and the validity of the Framework Agreement.
Loss of force of the Framework Agreement for any reason whatsoever shall not result in the termination of the individual agreements in force and the provisions of the Framework Agreement shall be applicable to such agreements.
Parties agree that all written or oral information with regard to Parties, this Framework Agreement or the individual agreements based thereon, Parties’ business activities, clients or business relationships, their executives, innovations or any other activities shall be considered confidential and shall be handled as trade secrets (“Confidential Information”).
Parties shall handle any Confidential Information as trade secrets and they shall not disclose or make available Confidential Information to third parties in any way, except where (i) Parties are bound to do so under the law, or (ii) Parties relieve the other Party from said confidentiality obligations.
Termination of this Agreement will not affect the aforementioned confidentiality obligations that shall remain in effect for an indefinite time period thereafter.
This Framework Agreement shall constitute the full agreement between Parties with regard to the object and purpose of this Framework Agreement that shall supersede all prior written or oral agreements made in connection with the object and purpose of this Framework Agreement. The annexes to this Framework Agreement shall form an inseparable part thereof.
Should any part of this Framework Agreement become declared void or lose applicability, the rest of the provisions of this Framework Agreement shall remain in full force. In such cases, the void or inapplicable provisions shall be amended by Parties in a way to allow the realization of Parties’ intentions and the economic and legal goals that Parties intended to attain by inserting the void or inapplicable provisions.
Any waiver in connection with this Framework Agreement shall only be valid in writing. Any partial waiver shall not constitute to waiver with regard to the part of the demanded work that hasn’t been performed yet.
This Framework Agreement has been drafted in the Hungarian language. Any question not governed in this Framework Agreement shall be regulated by the Hungarian Civil Code and the provisions of other relevant applicable law.