GTC_Customer_EN_v1.00
Customer Contract – General Terms & Conditions, valid from: 1st September 2024
Table of Contents
Company Data
- Company name: DIGIT-NOW Llc.
- Location: H-9100 Tét, Győri út 49., Hungary
- EU Tax-ID: HU27718717
- Company Registration number: 08-09-034051
- E-Mail: info@digit-now.com
- Phone: +49 (175) 267-0953
- Bank Account: HU33-12096736-01801165-00100007
Introduction
Subject of GTC
1.
The Parties declare that the present GTC contain the framework and the main rules of their cooperation.
3.
The Parties also settle in the GTC the ownership and property rights of the copyrighted computer works created in the course of providing the Services (hereinafter referred to as “Software“) and the Test Cases and Online Services (collectively referred to as “Works“), so that the ownership and all copyrights in all such Works shall vest in the ultimate Customer.
The Parties agree that, upon delivery of the Works prepared by the Contractor to the Customer, the GTC, including its provisions on assignment and licence, shall in any event be immediately and automatically extended and applied to such Works.
The present GTC may be extended, if necessary, by additional Annexes or Individual Orders as agreed by the Parties.
The Parties shall by default perform their services remotely (online).
The Parties shall act in accordance with professional requirements and observe professional and ethical standards in the performance of the tasks set out in these GTC and in the Individual Orders.
Rights and obligations
The Customer shall provide the Contractor with the information available to it and specifically requested by the Contractor for the provision of the Services within 5 days of the communication of any request for information by the Contractor and shall assist the Contractor in the manner and to the extent normally expected in the circumstances in order to fulfil the order and to answer questions arising in connection with the subject matter of the order.
If the Contractor finds that the data and documents provided by the Customer are incomplete, the Contractor shall inform the Customer thereof without delay.
The Customer acknowledges that the Contractor shall not be obliged to commence the performance of the services set out in the Individual Order until the Customer has provided the Contractor with the data necessary for the performance of the services specified.
2.
The Customer acknowledges that the Contractor and its consultants assume their obligations as professionals and provide services to the Customer at their own discretion and on their own initiative.
3.
These GTC shall not allow any member of the Contractor’s consultancy staff to be employed by the Customer or to be directly contracted by the Customer to provide additional services without the Contractor’s knowledge, thereby infringing the Contractor’s business interests.
4.
These GTC shall not allow the Contractor to make any member of the Customer’s consultancy staff its own employee or to require additional services from it as a direct supplier without the Customer’s knowledge, thereby infringing the Customer’s business interests.
5.
In areas where the Customer has no right of instruction, it may not exercise its right of control.
6.
The Parties are solely responsible for the licenses of the software and hardware they use.
9.
The Contractor shall prepare, perform and deliver to the Customer the services specified in the Individual Order within the time limit and according to the schedule.
The deadline for performance shall be automatically extended by the duration of the Customer’s delay or by a period determined by the Parties‘ individual agreement, if the Customer has not provided the Contractor with the necessary data and documentation in full within the deadline set out above.
10.
The Parties shall immediately notify each other of any circumstances that prevent, preclude or limit the contractual performance of the commitments.
Provisions on the transfer of rights
Financial provisions
In the case of fixed-price services, the Contractor shall send the Customer a certificate of completion of its activities for the month in question upon reaching the given milestone and/or after delivery/acceptance, and shall issue an invoice only after the Customer’s approval.
3.
In the case of performance-based (T&M) services, the Contractor shall send the Customer a certificate of performance for the activity of the month in question by the 5th day of each month following the month in which the service provided, and shall issue an invoice only after the Customer’s approval.
4.
If the delay in the performance of the services is due to the delayed provision of information, entitlement, documentation or anything else by the Customer, or the complete failure to provide it, and the Contractor is thus prevented from performing the ordered tasks, the Contractor shall be entitled to invoice the additional costs resulting from the delay, which the Contractor shall be deemed to have accepted.
The Customer shall pay the Fee by bank transfer to the Contractor’s bank account specified above within the 14th day of the invoice date.
Absolute necessity
The Parties agree that no delay shall be deemed to constitute default and that no legal consequences of delay shall apply if either Party is unable to perform any of its obligations under this Agreement due to force majeure.
2.
- Any event occurring outside the Parties’ control over which the Parties have no control,
- War, revolution, insurrection, sabotage,
- Import or export bans, embargoes, boycotts.
Scope, termination and expiry of the GTC
In the event of termination of the GTC by mutual agreement, the contract shall be terminated with effect for the future and the Parties shall not be obliged to provide any further services.
6.
The Parties agree that in the event of termination of this GTC for any reason, the Contractor shall return to the Customer within 10 days of termination all documents, papers, tools, equipment and facilities owned by the Customer, including personal data stored in any form, which it has obtained in the course of or in connection with the performance of the obligations under this GTC or the Individual Orders.
7.
This GTC shall terminate if either of the Parties ceases to exist without succession.
8.
Notwithstanding the termination of these GTC, the Individual Order concluded prior to the termination shall continue to apply until terminated.
9.
In the event of breach of contract by one Party, the other Party may terminate the GTC or the relevant Individual Orders with immediate effect.
- bankruptcy proceedings,
- winding-up proceedings,
- winding-up proceedings,
- the final commencement of proceedings,
- breach of confidentiality
- breach of the duty of cooperation
- serious or repeated failure to fulfil obligations.
Data processing specifications
- the nature of the data protection, including the categories and approximate number of data subjects and personal data
- the likely consequences of the personal data breach; and
- the measures taken to deal with it.
The Parties are obliged to take all necessary measures to mitigate the impact of the data breach and to minimise the damage caused and to prevent a recurrence of the incident; and to provide each other with the assistance and cooperation requested in dealing with the incident.
Confidentiality definitions
2.
For the purposes of this Agreement, confidential information includes the fact that the confidential information has come to the knowledge of the Recipient, the existence and content of this Agreement, and any other information relating to the conclusion or implementation of any further agreement under the Planned Cooperation, including the fact that the Planned Cooperation is under negotiation and the status of such negotiations. Confidential information may also include information and documents which in individual cases do not meet the requirements of a trade secret within the meaning of the Trade Secrets Act.
3.
The medium in which the information is presented, the form in which it is embodied, whether it is marked “confidential” or “secret”, whether it was created by the Disclosing Party, the Recipient or others, whether it has special economic value to the other Party, or whether the Disclosing Party takes other technical or organisational measures to protect confidentiality, are irrelevant to the assessment of the information as confidential.
Returning and dememising confidential information
- computer backup or archival copies of the Disclosing Party’s Confidential Information that are automatically generated as part of the Recipient’s normal backup procedures
- Confidential Information that must be retained to comply with legal archiving and preservation obligations,
- Confidential Information the return or destruction of which is economically or technically impossible and the burden of proof is on the Recipient.
Confidentiality obligations
- Confidential Information will be treated as strictly confidential and will not be disclosed to any third Party,
- Confidential Information will be disclosed only to authorised persons participating in the Planned Cooperation (on a need-to-know basis),
- Take at least the same measures with respect to Confidential Information as it takes to protect its own Confidential Information, but in no case less than it may reasonably take to prevent disclosure of the Confidential Information and to protect the Confidentiality Interest of the Disclosing Party,
- The Confidential Information shall be used solely for the purpose of evaluating and negotiating the proposed Cooperation; in particular, the Parties shall not use the Confidential Information to gain a commercial advantage or disadvantage by competing with or to the detriment of the other Party, its affiliates or third parties.
Scope of confidentiality
Other Provision
1.
If any provision of these GTC is or becomes invalid, this provision shall not affect the other provisions of these GTC.
- A declaration signed on paper or in the form of an agreement,
- In the form of a declaration or agreement signed by an electronic signature based on a qualified certificate issued by a qualified trust service provider,
- By means of an electronic form signed by a certified or authenticated signature,
or in the form of an electronically signed declaration or agreement, signed by a secure electronic signature and certified by a qualified trusted third party, or in the form of an agreement.
- +49 175 2670953
- tamas.haurik@digit-now.com
- Alfredstrasse 81, 45130 Essen, Germany