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

The General Terms and Conditions of Contract (hereinafter referred to as “GTC“), which are available online, are a document containing the general terms and conditions of the cooperation between DIGIT-NOW Llc. (hereinafter referred to as “Contractor“) and the company contracting with it (hereinafter referred to as “Customer“).

Subject of GTC

1.
The Parties declare that the present GTC contain the framework and the main rules of their cooperation.

2.
The Parties agree that if they agree on terms and conditions other than those set out in these GTC, they will be detailed in a separate Individual Agreement.
 

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 Customer may refuse to accept the Work if, apart from minor inaccuracies, the deadline has not been met, the delay is unsustainable or not compensated for, or if the Work does not meet the Customer’s quality requirements or if there are defects in the result.
 
Acceptance of the Work may not be refused if there is a defect in the Work, the repair or replacement of which does not prevent the Work from being used for its intended purpose.
 
4.
The present GTC may be extended, if necessary, by additional Annexes or Individual Orders as agreed by the Parties.
 
5.
The Parties shall by default perform their services remotely (online).
 
6.
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

1.

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.

7.
The Parties declare and warrant that the conclusion and performance of the contracts related to these GTC shall not conflict with their existing or future contractual obligations and shall not become such during the term of the contract.
 
8.
The Contractor shall provide the Services in accordance with the instructions of the Customer’s representative or a person appointed by the Customer.
 

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

1.
The Parties agree that in the performance of these GTC and the related Individual Orders, the ownership of the Works and/or all copyrights in the Works shall vest in the Customer only after delivery.
 
The Contractor shall transfer, assign or grant to the Customer the right to use all intellectual property and similar rights which may arise in the course of the performance of the contract, free of any restriction, in particular as to field, duration, method of use or extent of use, the full value of which shall be included in the remuneration for the work.
 
2.
The Customer shall be entitled to sub-license or sub-license to third parties its acquired property rights in the Works received, to exercise them jointly with third parties, to dispose of them without restriction and to use the Works in any way.
 
3.
The Contractor shall enter into a contract with the performance subcontractors entrusted by it with the performance of the Works which does not prevent, restrict or exclude the proper acquisition of rights by the Customer under this Contract and in which the subcontractors agree to acquire rights directly against the Customer in full and without any time, territorial or other limitation.
 
4.
The Works and all patents, copyrights, design rights, trade secrets, know-how and other intellectual property rights relating thereto are the exclusive property of the Customer and only the Customer is entitled to obtain any industrial property protection for the Works.

Financial provisions

1.
The Parties agree to provide the services set out in these GTC against payment of the Contractor’s fee (the “Fee“) set out in the relevant Individual Order.
 
2.

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.

5.

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.

6.
In the event of late payment, the Customer shall pay the Contractor default interest in accordance with the Civil Code in addition to the delayed service fee. In the event of a delay in payment exceeding 15 days, the Contractor shall be entitled to suspend further provision of the service, provided that such suspension shall not constitute a breach of contract on its part.
 
7.
If the Customer requests the performance of the outsourced tasks in person at one of its premises, the Contractor shall be entitled to credit the time spent on site and to reimburse the costs incurred in connection with the outsourcing.
 
8.
The Customer shall notify the Contractor in writing (e.g. by e-mail) within 5 days of receipt of the Completion Certificate for ad hoc orders of the approval or, where applicable, rejection. In the event of approval, the Parties shall be deemed to have accepted the performance and the Contractor shall be entitled to issue the invoice and the Customer shall be deemed to have accepted it.
 
9.
If the Customer objects to the performance within 5 days, the Contractor shall be entitled to issue an invoice for the non-objected performances.

Absolute necessity

1.
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.

The Parties shall in particular consider the following cases to be absolute necessity:
  • 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

1.
The Parties conclude the GTC for an indefinite period.
 
2.
The Customer shall be entitled to terminate these GTC by giving notice in writing without giving any reason by giving ordinary notice. If the Customer does not object to the terms of termination set out in the Individual Order, the GTC may be terminated by giving 60 days’ notice.
 
3.
The Contractor shall be entitled to terminate these GTC by giving notice in writing without giving any reason by giving ordinary notice. If the Contractor does not object to the terms of termination set out in the Individual Order, the GTC may be terminated by giving 60 days’ notice.
 
4.
Termination of this GTC in any way shall not affect the Parties’ obligations of responsibility and confidentiality under this GTC, which shall survive the termination of the Parties.
 
5.
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.
 
The contractually agreed pro rata monetary consideration for services already rendered before termination shall be paid, and if the Contractor has not rendered consideration corresponding to the monetary service already rendered, the monetary service shall be returned.
 

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.

It is considered a serious breach of contract:
late payment exceeding 15 days
  • 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

1.
The Parties shall ensure that persons having access under their control may process such data only in accordance with the procedures established by the Parties.
 
2.
In the course of their activities, the Parties shall ensure that persons authorised to have access to the relevant personal data are bound by an appropriate obligation of confidentiality with regard to the personal data they have access to.
 
3.
The Parties shall notify each other in writing of any identified or potential data breach in connection with the Services without delay after becoming aware of it, but no later than twelve (12) hours after becoming aware of it.
 
Provide without delay detailed information on:
  • 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.
4.
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

1.
Confidential information“:
with or without the designation “confidential” means any financial, technical, economic, legal, tax, business, personnel, managerial or other information, including trade secrets, records and know-how, relating to the Disclosing Party or any of its Affiliates, which is or has been provided or made available by the Disclosing Party or any of its Affiliates, directly or indirectly, to the Recipient or its Authorized Persons or otherwise becomes known to the Recipient or its Authorized Persons in connection with the Proposed Collaboration.

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

1.
Upon written request by the Disclosing Party, the Recipient shall, at the option of the Disclosing Party, promptly return or destroy all physical and/or electronic reproductions and copies of the Confidential Information, including any materials containing or referring to the Confidential Information prepared by the Recipient, and promptly confirm in writing the complete return or destruction.
 
2.
The obligation to return/destroy does not apply to the following, but they are subject to an indefinite obligation of confidentiality:
  • 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

1.
The Parties mutually undertake to keep confidential any and all information of which they become aware, directly or indirectly, in any form whatsoever, in the course of their business negotiations and contracting, and in the course of and in connection with the performance of the contract.
 
The obligation of confidentiality of the Parties shall extend in particular to information relating to the Parties, the Parties‘ operations, existing or planned activities, services, products, services or products provided, to be provided or planned to be provided by the Parties to the other Party, related procurement, development, information systems, process methods, intellectual property, as well as any information they may have acquired in relation to accounting, consumption data, business plans, strategy, know-how.
 
2.
The Parties undertake:
  • 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.
 
3.
Each Party shall promptly notify the other Party in writing if it becomes aware that Confidential Information has been disclosed in any way to any unauthorised person or if there are circumstances indicating that this may occur.
 
4.
If it becomes necessary for either Party to engage Third Parties, such as subcontractors, in connection with the Planned Collaboration described above and to disclose Confidential Information, it shall obtain the express written consent of the other Party in advance to the engagement of such Third Party and shall enter into appropriate written agreements with such Third Party that are also capable of assuring the Third Party’s compliance with the provisions of this Agreement.
 
5.
All rights to the Confidential Information provided to the Recipient shall remain with the Disclosing Party or its affiliates.
 
6.
Rights and Obligations under this Agreement are not transferable.
 
7.
This Agreement is without prejudice to any other rights and claims of the Disclosing Party in relation to Confidential Information.

Scope of confidentiality

1.
This Agreement shall enter into force upon signature and shall terminate upon the termination of any future cooperation.
 
2.
However, the obligations under this Agreement with respect to Confidential Information disclosed during the term of the Agreement shall continue for 2 years after the termination of the Planned Cooperation. If the Confidential Information is protected by law, the post-contractual obligation of confidentiality shall be extended in accordance with such legal protection.
 

Other Provision 

1.
If any provision of these GTC is or becomes invalid, this provision shall not affect the other provisions of these GTC.

2.
These GTC shall be governed by the laws of Hungary and Hungarian law, and the Hungarian authorities and courts shall have jurisdiction to settle any disputes arising out of or in connection with these GTC.
 
3.
The Parties agree that this GTC shall supersede all negotiations, correspondence and agreements on the same subject matter prior to the conclusion of this GTC.
 
These GTC and the creation, modification and termination of Individual Orders are valid only in the following forms:
  • 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.

4.
This Agreement does not, by itself, obligate the Parties to enter into any cooperation and/or other business relationship or to disclose any specific information.
 
5.
No other written or oral agreements are subject to these GTC. Any amendment or addition to these GTC shall be in writing.