Polaris
SaaS Terms of Service
Back to the Terms selectorPolaris Innovation Technologies Kft.
General Terms and Conditions
Software as a Service
1.Subject matter and scope of the GTC
1.1.These GTC apply to every contractual legal relationship connected to the provision of the Service under these GTC by the Service Provider, provided that the Customer accepts the GTC in relation to the relevant Contract. The GTC form a close and inseparable part of any Contract concluded in any form between the Service Provider and the Customer, even without being physically attached to it, if the Customer accepts the provisions described in the GTC.
1.2.By accepting these GTC, the Customer declares that it qualifies as an undertaking under the Civil Code; accordingly, the Contract is concluded between undertakings. These GTC have been created exclusively for the purpose of concluding contracts with undertakings under the Civil Code, that is, persons acting within the scope of their profession, independent occupation or business activity. No Contract is concluded with any person not qualifying as an undertaking, including in particular a consumer, in the absence of the Service Provider's contractual declaration of intent.
2.Definitions
The terms used with initial capital letters and defined in this Section 2 of the GTC have the meanings set out below. Where these GTC use the expression "in particular", it shall be interpreted as "in particular, but not exclusively". The terms used below with initial capital letters shall be interpreted in both singular and plural form according to the context.
2.1.General Terms and Conditions or GTC: these general terms and conditions, the primary subject matter of which is the provision of the Services.
2.2.Fee: the consideration payable by the Customer for the provision by the Service Provider of the SaaS Service in a given Period and, where applicable, the Additional Services if their consideration is determined for the same Period. The amount of the Fee is set out in the Individual Terms and applies to the first Period under the Individual Terms. For subsequent Periods, the Service Provider is entitled to review and modify the Fee unilaterally and at its discretion by unilateral declaration. The modification of the Fee does not affect the amount of the consideration for an already commenced Period covered by a Fee already paid.
2.3.Individual Terms: the entirety of the terms and provisions recorded in writing and mutually accepted by the Parties that, together with these GTC, form part of the Contract. Individual Terms include in particular the content of an order form, individual contract or other document mutually signed by the Parties or recording the mutual and corresponding declarations of intent of the Parties, provided that such document expressly prescribes the application of these GTC or refers to them. The Individual Terms may deviate from the provisions of the GTC, provided that the document containing the deviation has been signed by the Service Provider. In the event of a deviation, the provisions of the Individual Terms shall prevail, with the proviso that the deviation shall be interpreted as narrowly as necessary for interpretation.
2.4.E-Commerce Act: Act CVIII of 2001 on certain issues of electronic commerce services and information society services.
2.5.Party/Parties: the Service Provider and the Customer separately or jointly.
2.6.Period: the period specified in months or years in the Individual Terms during which the Service Provider provides the SaaS Service to the Customer and, where applicable, the Additional Services if their Fee is determined as a flat fee for the same Period.
2.7.User Account: a user account through which an End User may authenticate themself to the Service Provider and may obtain authorisation to use certain functions of the SaaS Service and to make any other legal declarations to the Service Provider and/or the Customer. When logging into the User Account, the End User must authenticate themself.
2.8.Defect: an irregularity that restricts, prevents or makes impossible the proper operation of the SaaS Service, as well as any other problem that negatively affects the user experience, meaning the speed, uniform display and reliable, consistent operation of the SaaS Service expected under the given circumstances. An irregularity, problem or anomaly reproducible exclusively in an environment that is not an Appropriate Environment shall not qualify as a Defect, and the Service Provider shall not be obliged to correct it.
2.9.Additional Service: services provided by the Service Provider in connection with the SaaS Service, specified in the Individual Terms, that are not directly aimed at correcting Defects.
2.10.Recorded Notice: a legal declaration made and received in written form, made by the sender at least by e-mail sent to the e-mail addresses specified in the Individual Terms, or by registered mail with return receipt, by courier, by personal delivery recording the time and fact of delivery, or, if and to the extent that the user interface of the SaaS Service clearly and expressly enables written communication between the Parties, through the user interface of the SaaS Service. In the event of a dispute, the time of receipt shall be deemed to be, in the case of personal or courier delivery, the time of receipt certified by the signature of the person authorised to receive postal items; in the case of postal delivery, the day indicated on the return receipt or the day on which delivery was attempted if the addressee refused receipt; and in the case of two unsuccessful delivery attempts, if the item was returned to the sender marked "not collected", "addressee unknown", "insufficient address" or "moved", the fifth business day following the second attempted postal delivery. The Service Provider is entitled to accept a legal declaration addressed to it in a form different from that specified in this section as having the same legal effect as if it had been made as a Recorded Notice. Unless the Contract provides otherwise, the Parties may make declarations in the form of a Recorded Notice.
2.11.Appropriate Environment: the set of client-side prerequisites unilaterally determined by the Service Provider that constitutes a prerequisite for the proper operation of the SaaS Service. The Service Provider is entitled to modify the criteria of the Appropriate Environment unilaterally, taking into account changes in technology and the hardware and software environment, the introduction of new versions, or otherwise if the Service Provider considers it necessary in its reasonable discretion.
2.12.Customer: the person specified in the Individual Terms who enters into the Contract with the Service Provider.
2.13.Working Hours: from 10:00 to 17:00 CET on Business Days.
2.14.Business Day: weekdays from Monday to Friday, excluding public holidays under Section 102 of Act I of 2012 on the Labour Code, and subject to the exceptions set out in the sectoral minister's decree issued for the relevant year on the work schedule around public holidays.
2.15.Civil Code: Act V of 2013 on the Civil Code.
2.16.SaaS Service: the subscription-based software usage service specified in the Individual Terms, including the descriptions clearly referred to therein, provided by the Service Provider through the internet, via a web interface.
2.17.Contract: the contract concluded between the Customer and the Service Provider with the content set out in these GTC and the Individual Terms.
2.18.Copyright Act: Act LXXVI of 1999 on Copyright.
2.19.Service: the SaaS Service and the Related Services together. The SaaS Service and the Additional Services are legally and substantively separate services that are subject to different legal assessment.
2.20.Service Provider: Polaris Innovation Technologies Korlátolt Felelősségű Társaság (tax number: 32932207-2-41; company registration number: 01-09-450125; registered seat: 1031 Budapest, Kadosa utca 52. 3rd floor, door 10; e-mail address: zoltan@polarisinno.com). The Service Provider is registered by the Company Registry Court of the Metropolitan Court of Budapest, Hungary.
2.21.Support: assistance provided by the Service Provider to the Customer, including cases where the Service Provider actually provides Support to the End User, provided that even in such cases only the Customer qualifies as the contractual beneficiary. Support may be provided in particular by telephone, e-mail or other electronic communication channels, and may include:
2.21.1.IT support activities during the installation and implementation of the Service,
2.21.2.support and consultancy necessary for the proper operation of the Service during operation.
2.22.End User: the natural person who actually uses the SaaS Services provided by the Service Provider on the basis of the authorisation granted by the Customer, regardless of the fact that the consideration for the Service is payable by the Customer. The End User may be entitled to use the Services exclusively within the framework of the Contract and has no direct payment obligation towards the Service Provider.
2.23.Force Majeure Event: any event and/or circumstance that cannot be prevented or avoided by the Party and that makes the performance of any or all of the Party's obligations under the Contract, including in particular the provision of the Service by the Service Provider, impossible, disproportionately burdensome or disproportionately costly. Such events include in particular, but not exclusively:
a)radioactive radiation or radioactive contamination;
b)war or other conflicts, occupation, hostile acts, mobilisation, requisition or embargo;
c)insurrection, revolution, rebellion, military or other coup, civil war and terrorist acts;
d)mutiny, civil disorder or riots;
e)natural disaster, flood, earthquake or hurricane;
f)a significant increase in material costs, supplier prices, labour costs, service prices or public charges payable;
g)adverse changes in legislation;
h)denial-of-service or similar attacks;
i)epidemic, quarantine, curfew, economic crisis or labour shortage.
3.Right of use
3.1.The Service Provider grants the Customer permission and access to use the SaaS Service through the Appropriate Environment in accordance with the Contract for the duration of the Period, subject to full payment of the Fees. The right of use is limited to the Period and is non-exclusive. The right of use is limited to the proper method and extent of use strictly necessary for the use of the functions expressly recorded or clearly referred to in the Individual Terms. In view of the Customer's right of use under the Contract, as End Users the limited group of persons specified in the Individual Terms, or, in the absence of such limitation, any natural person, may be entitled to use the SaaS Service within the framework of the Contract, including in particular this Section 3. The SaaS Service may be used exclusively online, through an internet connection. The Customer and the End Users are not entitled to install, download, copy, reproduce or otherwise record the Service or any part thereof.
3.2.The Service Provider is entitled to modify the SaaS Service unilaterally and in its reasonable discretion while maintaining its main functions. The right of use under the Contract extends to the SaaS Service with the content and functionality available from time to time.
3.3.The Fee specified for the SaaS Service, for the avoidance of doubt excluding any Fee specified for an Additional Service, fully includes the consideration payable to the Service Provider for the Periodic use of the SaaS Service, excluding the case set out in Section 13.6.
3.4.The Service Provider is the holder of the software made available and usable within the SaaS Service and of any further intellectual works handed over to the Customer, otherwise disclosed to the Customer, or connected to or forming part of such software or otherwise created in the course of providing the Service, and the Service Provider reserves all rights in respect of them, subject to the limitations set out in Section 3.9 below. No provision of the Contract may be interpreted as transferring to the Customer any right in any intellectual work, including in particular software and other copyright works, inventions whether patentable or not, know-how or other trade secrets, or as granting any exclusive right of use, usage or exploitation entitling the Customer to adaptation, distribution, communication to the public or transfer in respect thereof. All rights relating to the software made available or usable within the SaaS Service and to all results of the Related Services, in particular all rights arising from or relating to software, and where applicable related copyright works and databases protected under the Copyright Act, documentation and all other intellectual works and know-how connected to the subject matter of the Contract and/or made accessible during the preparation and performance of the Contract, belong exclusively to the Service Provider, even if they are or were created, modified, adapted, customised or developed on the basis of, in cooperation with, under the direct direction of, or according to the plans of, the Customer, including the End Users, or their feedback, instructions or requirements. Accordingly, the Service Provider is entitled to use without restriction and without consideration all feedback, opinions, instructions, requirements, proposals or any similar declarations and/or other communications received by the Service Provider in connection with the Contract between the Parties, in particular in connection with the SaaS Service, including in particular the content of reports, descriptions and requests related to a possible beta or early-access version, Defects or Support, irrespective of whether they originate from the Customer or any End User (collectively in this paragraph: "communications"), in particular for the purpose of developing, modifying or correcting the SaaS Service, without any obligation arising for the Service Provider and without any right or claim arising for the Customer or the End User, and without creating any joint intellectual work. The Service Provider shall qualify as the exclusive right holder in respect of the result of all such activities. The Customer transfers to the Service Provider, with effect from receipt of the communications by the Service Provider and without the need for any further separate legal declaration, the rights necessary for this purpose, including in particular the rights of adaptation, transfer, copying to any medium, distribution, communication to the public and granting further rights of use. If mandatory law does not permit such transfer, the Customer grants an irrevocable right of use extending to the corresponding scope, and warrants the lawfulness and completeness thereof and that no third party, including in particular any End User, has any right that would restrict or prevent the acquisition and exercise of such rights.
3.5.Unless the Service Provider makes a statement to the contrary, the Service Provider warrants that no third party has any right in the intellectual works that are the subject of the right of use granted to the Customer that would prevent, restrict or hinder the exercise of the Customer's right of use under the Contract.
3.6.The Customer is not entitled to examine, reverse engineer, translate, reproduce, distribute or adapt any software or database belonging to the Service Provider, including in particular any software or database made available or usable within the SaaS Service, nor to permit its use by others, except for the possibility of use by End Users, nor to transfer it. The Parties record that the Customer does not acquire the source code, object code and/or developer documentation of any software, or any rights arising therefrom, under the Contract and is not entitled to access them under any circumstances. Any IT manipulation or copying of software by decompilation, reverse engineering or any other method is prohibited. Breach of this prohibition constitutes a material breach of contract, and the Customer is obliged to compensate all damage arising therefrom. The Customer acknowledges that the Service Provider exclusively exercises the rights of reproduction, adaptation, processing, distribution, communication to the public, translation and any rights relating to any modification of the software, including the correction or handling of any Defect or other anomaly, irrespective of the circumstances. If the Customer detects a Defect or other anomaly, it may notify the Service Provider, which shall proceed in accordance with the Contract or any other agreement concluded or to be concluded between the Parties, but the Customer may not correct it itself.
3.7.The Customer acknowledges that it is not entitled to perform the activities set out in Section 60 of the Copyright Act aimed at obtaining information necessary for interoperability with other software, even if in a given case it could qualify as a user of the relevant software on the basis of the rights granted to it, considering that the Service Provider undertakes to provide such information to the necessary extent on the basis of a written and reasoned request.
3.8.The Service Provider may display the Customer as its contracted partner on its website by displaying the Customer's logo and a description with content agreed in advance by the Parties. The Customer expressly acknowledges and accepts that the fact that the Services are provided to it and other information relating to the Services provided by the Service Provider under the Contract may be used by the Service Provider as a reference, may be communicated to third parties and may be made public by the Service Provider, without prejudice to the personal data of End Users.
3.9.Unless the Individual Terms provide otherwise, the SaaS Service is primarily provided in such a way that its user interface is displayed with the visuals and branding specified by the Customer. The Customer grants to the Service Provider all rights necessary for the use of the relevant branding elements and other intellectual works for the provision of the SaaS Service with the branding and visuals complying with the Contract, including the rights of adaptation and communication to the public, and warrants that it lawfully holds such rights and that the performance of the Service Provider's obligations under the Contract, including in particular the operation and availability of the SaaS Service in accordance with the Contract, does not infringe the rights of any third party. No provision of the GTC grants the Customer any right to use in any manner any designation, brand name, brand mark, trade name, trademark or other mark with similar function belonging to or used by the Service Provider.
4.End Users and the User Account
4.1.For the purposes of the Contract, the End User shall not qualify as a contracting party, and the Contract does not contain any directly exercisable or enforceable right or claim for the End User. The End Users are in a contractual and/or other relationship with the Customer, and the Service Provider provides the Services exclusively to the Customer in accordance with the Contract.
4.2.End Users are entitled to exercise the right of use under the Contract after logging into the types of User Accounts specified in the Individual Terms. Different User Account types may be associated with different permissions, and different types of User Accounts may be available to different groups of persons, for example, it is possible to create a limited number of special accounts, in particular administrator accounts, with broad permissions.
4.3.The Customer is entitled to request the creation and deletion of User Accounts within the framework set out in the Individual Terms, and the user interface of the SaaS Service may also directly enable this for all or certain End Users. The Individual Terms may specify a numerical limit separately for individual User Account types or for User Accounts in total. Once such limit is reached, no additional User Account, or no further User Account of the relevant type if a numerical limit applies to that type, may be created. The types of User Accounts, the permissions and other rules associated with them, such as any requirement for two-factor authentication, and the group of End Users that may be registered for each type of User Account are determined according to the Customer's instructions, and the Customer assumes full responsibility in this respect.
4.4.The Service Provider assumes that the electronic contact details provided during registration are real, functioning and connected to the relevant person. Accordingly, the Customer is responsible for ensuring that, for each End User, their own functioning and valid electronic contact details are provided when the User Account is created, and that the electronic contact details provided during registration remain available during the period of use of the Service.
4.5.The Service Provider configures and provides the SaaS Service exclusively according to the requirements, instructions and specifications provided by the Customer, including in particular information security and IT security requirements. The Service Provider's IT, information security and other similar obligations are fully and item-by-item set out in the Individual Terms. The Service Provider is liable, in accordance with the liability provisions of the Contract, for the continuous performance of these obligations during the term of the Contract, for maintaining the security level specified therein and for correcting Defects reported in this respect. Considering that the group of End Users and the permissions associated with the User Accounts are determined by the Customer, the Customer bears full responsibility for the conduct, operations and omissions of the End Users. The Customer is also responsible for ensuring that the End User's username and password remain confidential and do not become accessible to third parties. The Customer is responsible for the security of the User Account, excluding the maintenance of security measures expressly undertaken by the Service Provider, and for preventing fraudulent use of the User Account. Considering that the Service Provider identifies End Users through the User Account, the Customer acknowledges that if a third party logs into the User Account, in particular by knowing, or creating the appearance of knowing, the identifier and password required for login, the Service Provider has no means of distinguishing such person from the lawful and actual End User. The Customer is responsible, towards both the Service Provider and third parties, for all operations performed after logging into such User Account and for all consequences thereof.
4.6.The Service Provider is entitled, but not obliged, to suspend or delete any User Account, thereby suspending and/or terminating the right to use the SaaS Service through the relevant User Account, if, according to the data available to it, the use through the User Account is improper, does not comply with the Contract, or may otherwise endanger the operation of any of the Services and/or infringe or endanger the rights or legitimate interests of the Parties or third parties in the Service Provider's reasonable discretion.
4.7.If the Customer detects unauthorised use of any User Account or any other breach of a security rule relating to the User Account, it is obliged to notify the Service Provider immediately in writing, or by e-mail, subsequently confirming it in writing upon the Service Provider's request. The Customer is also entitled, at its discretion, to suspend the User Account and block access. If any End User and/or conduct referred to in this section endangers the secure, proper and/or continuous provision of the SaaS Service, the Customer is obliged to suspend the relevant User Account and block access.
5.General rules of the Additional Services
5.1.If, under the Contract, the Service Provider provides Additional Services, these General Terms and Conditions shall apply with the following supplementary provisions:
5.1.1.The nature and scope of the Additional Services are limited exclusively to the description expressly set out in the Individual Terms.
5.1.2.The Additional Services provided by the Service Provider shall be deemed performed, accepted and free from defects upon their completion notice, unless the Customer notifies the Service Provider in writing of any deficiency or defect within 8 days following performance of the service, duly substantiated and specifying the relevant details.
5.1.3.The Service Provider is entitled to suspend the provision of the Additional Services without prior notice if the Customer fails to fulfil any payment obligation.
5.1.4.The Customer is obliged to provide the Service Provider with all information, documents, tools and physical and software access necessary for the timely provision of the Additional Services. The Service Provider shall not be liable for any delay, non-performance or damage arising from the Customer's failure or delayed performance of these obligations.
5.1.5.Any deadline shall be binding and applicable only if it is included in the Individual Terms or confirmed in writing by the Service Provider.
5.1.6.In the absence of an express written agreement of the Parties to the contrary, the Service Provider assumes no responsibility for achieving any result or milestone and is liable only for providing the services specified in the Contract with the care expected from a qualified service provider. Beyond what is expressly specified in this Section 5.1.6, the Service Provider assumes no express, implied or statutory warranty, guarantee or assurance in respect of the Additional Services, including in particular implied warranties of merchantability and fitness for a particular purpose.
5.2.The Service Provider is not obliged to create or modify any software or other intellectual work unless the Parties expressly record this in a detailed written agreement.
5.3.Unless the Individual Terms provide otherwise, the Service Provider provides the Additional Services during Working Hours. If a given Additional Service includes availability, such availability also extends exclusively to Working Hours.
5.4.Support
5.4.1.Support qualifies as an Additional Service. The Individual Terms contain further conditions in relation to Support. The Service Provider provides Support in all cases to the Customer, irrespective of whether, on the basis of the Individual Terms, End Users outside the Customer's organisation are also entitled to send Support-related inquiries to the Service Provider. This means that the Service Provider's obligations relating to Support may exist exclusively towards the Customer, and the Service Provider bears no liability or obligation towards the End Users.
5.4.2.The Service Provider primarily provides Support against a Fee determined as a flat fee or hourly fee; however, the Individual Terms may provide that the Periodic Fee for the SaaS Service includes a specified amount of Support.
5.4.3.The Service Provider receives the inquiries of the contact End Users designated by the Customer and, if the Individual Terms so provide, other End Users during Working Hours at the contact points specified in the Individual Terms. In respect of Support, inquiries may primarily be sent to the Service Provider through the user interface of the SaaS Service, or, in the absence or unavailability thereof, by e-mail. If all these channels are unavailable, or if their use would cause disproportionate or later irreparable harm, contact may be made by telephone. By way of derogation from the foregoing, End Users who are not in an employment relationship or other similar long-term legal relationship with the Customer may send inquiries directly to the Service Provider exclusively through the user interface of the SaaS Service, or, in the absence or unavailability thereof, by e-mail. The Service Provider provides Support by telephone exclusively to the Customer, including End Users belonging to the Customer's organisation and holding special permissions.
5.4.4.Support does not extend to the detailed presentation of individual functions of the SaaS Service or to training employees or other End Users.
5.4.5.The provision of Support is conditional upon the availability of the Appropriate Environment on the End User's side.
5.4.6.In connection with Support, the Customer is obliged to:
5.4.6.1.maintain the network connection necessary for the provision of the Support service.
5.4.6.2.define any questions, problems and suggestions that arise accurately, in accordance with their actual content, and with the level of detail requested by the Service Provider.
5.4.6.3.formulate or confirm its questions, problems and suggestions by e-mail or in writing upon the Service Provider's request.
6.Correction of Defects
6.1.Correction of a Defect begins exclusively after electronic notification. A defect report may be sent through the user interface of the SaaS Service, or, in the absence or unavailability thereof, by e-mail. The importance assigned to a Defect by the Customer in any form shall not bind the Service Provider; the Service Provider shall assess and determine it in its reasonable discretion according to Section 6.2 below. Correction of Defects is in all cases an obligation of the Service Provider towards the Customer, irrespective of whether, in a given case, the person reporting a defect is an End User who is not in an employment relationship or other similar long-term legal relationship with the Customer.
6.2.The Service Provider processes incoming defect reports according to their priority. Each Defect is classified by the Service Provider into a priority category determined by reasonable assessment as set out below, and accordingly the Service Provider is obliged to commence correction of the relevant Defect within the deadline indicated in the "Commencement of correction" column of the table below for the given priority category:
| Priority | Definition | Commencement of correction |
|---|---|---|
| Level 1 priority: Critical defect | A severe problem causing a functionally complete operational restriction, as a result of which the availability of the SaaS Service and the provision of the Services are significantly impaired. | During Working Hours, within 4 hours of receipt of the notification; in other cases, on the first Business Day following the notification, within 2 hours after the start of Working Hours. |
| Level 2 priority: Severe defect | A software problem involving operational or Service restrictions that materially restricts or hinders the availability of the core functions of the SaaS Service. | On the Business Day following receipt of the notification, within 2 hours after the start of Working Hours. |
| Level 3 priority: Non-severe defect | A software problem involving operational or Service restrictions that does not affect the core functions of the SaaS Service. | Within 3 Business Days. |
| Level 4 priority: Marginal defect | A minor problem causing inconvenience but not materially affecting the use of the SaaS Service. | Within 8 Business Days. |
6.3.The Customer must disclose the Defect to the Service Provider in detail and must inform the Service Provider of the content of the proper performance expected by the Customer, which shall not, however, bind the Service Provider. The information must be sufficiently detailed to enable the experts participating in the performance to detect, reproduce and correct the Defect.
6.4.The Service Provider is entitled to dispute the existence of the Defect and thereby refuse its correction, among other cases, if it cannot reproduce the Defect, if the Defect does not exist, or if under the Contract the Service Provider is not obliged, or is not obliged in the manner or with the content referred to by the Customer, to perform the task specified by the Customer. The Customer may not rely on a Defect if the performance delivered by the Service Provider fully complies with what may be expected under the Contract.
6.5.After a report is made, the Service Provider creates an electronic defect ticket with an individual serial number for each reported Defect, and the Customer's representative receives continuous updates on its progress by electronic message.
6.6.Unless the Contract provides otherwise, the Service Provider is obliged to correct the Defect at its own cost. If correction of the Defect would take a longer time, the Service Provider may apply temporary workarounds at its discretion, which may involve restriction or temporary unavailability of certain functions or a decrease in the performance of the SaaS Service, and may not necessarily ensure the full contractual operation of the SaaS Service and shall not qualify as final defect correction.
6.7.Defect correction by the Service Provider outside Working Hours may take place exclusively on the basis of a separate agreement of the Parties; otherwise, the Service Provider cannot be obliged to perform it.
6.8.This Section 6 contains all rights of the Customer in relation to Defects. In the absence of a mandatory statutory provision to the contrary, the Customer may not enforce any other warranty claim against the Service Provider.
6.9.The Customer is obliged to report Defects to the Service Provider within 8 days from becoming aware of them; otherwise, the above deadlines shall not bind the Service Provider.
7.Availability of the SaaS Service
7.1.The Service Provider undertakes availability or uptime exclusively to the extent specified in the Individual Terms. If the Individual Terms do not contain such undertaking, the Service Provider has no obligation or liability in this respect. When calculating the fulfilment of regular availability, if the Individual Terms record such availability, outages for planned maintenance or development purposes under Section 7.2 of these GTC that are announced by the Service Provider at least 15 days in advance and limited to a reasonable duration, which may also be ordered for a duration exceeding the regular availability level, shall be disregarded, as shall the duration of Force Majeure Events, outages attributable to the conduct of the Customer or the End Users or to improper or overload-causing use, and outages attributable to reasons for which the Service Provider's liability is excluded under the Contract. Neither this provision nor any provision of the Individual Terms shall qualify as a warranty undertaking for continuous or uninterrupted service.
7.2.The Service Provider is entitled to temporarily interrupt the provision of the Service, including in particular the availability of the SaaS Service, for the time necessary to perform maintenance and update works. During this period, logging into the User Accounts may be limited or not possible at all, and access to the SaaS Service and to the data available through it may also be limited or temporarily impossible. The Service Provider is obliged to notify the Customer electronically or in another manner considered appropriate by the Service Provider, within an appropriate time in advance, of the reason and duration of the outage of the SaaS Service. An exception to the obligation of prior notification under this section applies where immediate action is justified in order to avert the risk of any defect and/or damage, on the basis of the rights or legitimate interests of the Parties, one of the Parties or third parties.
7.3.If the Service Provider fails to meet the regular availability level, if any, specified in the Individual Terms, the Customer's exclusive remedy shall be entitlement to a pro rata refund of the Fee for the duration of the availability actually not provided beyond outages permitted and/or disregarded on the basis of the availability undertaking and/or the Contract. The pro rata refund of the Fee excludes any other claim by the Customer against the Service Provider, including in particular claims for damages, penalty, fee reduction or termination, unless the Parties expressly agree otherwise in the Individual Terms.
8.Proper use
8.1.The Service Provider may refuse to provide the Services and may immediately interrupt the provision of the Service to the Customer if required by law or court decision, or if the SaaS Service is used in breach of the Contract, without authorisation, in a manner that infringes or endangers the rights or legitimate interests of either Party or any third party, including in particular the protection of reputation, or otherwise unlawfully or improperly. Proper use does not include in particular: (i) any conduct not covered by the right of use under the GTC; (ii) circumvention of any security, access-protection or other technical protection; (iii) unauthorised access to any network, system, device or data; (iv) unauthorised interruption of the operation of any network, system or device; (v) sending unsolicited messages; and (vi) distributing malicious software. Improper use also includes any use that endangers the operation of the Service, overloads the Service Provider's systems or resources, is unlawful, causes damage or harms the Service Provider's business interests. The SaaS Service may be used only lawfully; this restriction is not affected by the fact that the SaaS Service may in practice also be used unlawfully, for example even to send unsolicited advertisements.
8.2.If the Service Provider makes a user manual or other similar documentation available to the Customer and/or the End Users, then, in addition to compliance with the provisions of the Contract, proper use shall mean only use fully complying with such documentation as in effect from time to time. The Service Provider is entitled to review and unilaterally modify any user manual or other similar documentation in its reasonable discretion, provided that this may not modify the substantive characteristics of the SaaS Service recorded in the Individual Terms.
8.3.The operation of the SaaS Service requires an Appropriate Environment and internet access with appropriate bandwidth. The Service Provider has no task or responsibility in respect of ensuring the technical conditions required on the user side for the SaaS Service. The Service Provider cannot be held liable for the non-fulfilment of such technical conditions.
9.Modification of the Contract
9.1.The Contract may be modified exclusively in writing, in accordance with the mutual and express intent of the Parties, unless the Contract expressly provides otherwise.
9.2.The Service Provider reserves the right to modify the terms of the Contract, including the GTC, on the basis of its own decision, after prior notification of the Customer, within the framework of the laws in force from time to time, with effect from the beginning of the Period following the current Period. Under this section, the Service Provider is also entitled to modify the Fee. The modification under this section enters into force for the Contract in the Period following the ongoing Period. If the Customer does not terminate the Contract for the end of the Period pursuant to Section 12.3 of the GTC, the modification initiated by the Service Provider shall be deemed accepted by the Customer, and the Contract shall be extended and a new Period shall commence with the modified terms. In order for the Customer to exercise its termination right under Section 12.3 of the GTC in possession of the necessary information, the Service Provider is obliged to notify the Customer of the modification before the end of the Period at least
9.2.1.15 days in advance if the Period is 3 months or shorter;
9.2.2.40 days in advance if the Period is longer than 3 months but not longer than 1 year;
9.2.3.90 days in advance if it is longer than 1 year.
9.3.The Service Provider is also entitled to modify the Contract unilaterally with at least 15 days' prior notice to the Customer if this is necessary due to law, court or other authority decision, Force Majeure Event or other similar compelling circumstance. If the Customer does not wish to accept the modification under this section, it is entitled to terminate the Contract with effect from the day preceding the entry into force of the modification, in which case the Parties shall settle with each other on a pro rata basis in respect of the SaaS Service and any Additional Service provided against a Fee determined as a flat fee for the Period, such that the Service Provider shall refund to the Customer, within 30 days after termination of the Contract, the part of the prepaid Fee falling after the termination of the Contract.
10.Fee and payment obligation
10.1.As consideration for the Service, the Customer is obliged to pay a Fee to the Service Provider. Unless the Individual Terms expressly provide otherwise, the provision of every Service is subject to consideration. The Fee is recorded in the Individual Terms as a net amount.
10.2.The SaaS Service may be used for the Period, that is, for a fixed, continuous and non-interruptible period, on the condition that the Customer pays the Fee for the Period before the start of the Period. The Customer further acknowledges that the commenced Period cannot be interrupted, suspended or paused, and, in the event of contractual performance by the Service Provider, the Customer is not entitled to reclaim its consideration on any legal basis, including in the event of termination of the Contract, unless the Contract expressly provides otherwise.
10.3.If the Customer is in delay with its payment obligation, the Customer shall be obliged to pay default interest under Section 6:155 of the Civil Code from the day of delay until the day of payment, and shall also pay the costs incurred and certified by the Service Provider in the course of enforcement.
11.Suspension of performance
11.1.During the provision of the Service, the Service Provider is entitled to suspend the provision of the Services or any of them for as long as the Customer is in payment delay towards the Service Provider and fails to settle its debt despite demand, or for as long as the Customer is in breach of contract. Suspension of the Service does not limit the Service Provider in exercising its other rights.
11.2.All damages arising from the suspension shall be borne entirely by the Customer, and the Service Provider shall have no liability in this respect. The Customer's delay excludes simultaneous delay by the Service Provider, and any deadline applicable to the Service Provider shall be extended by at least the duration of the Customer's payment delay.
12.Term, extension and termination of the Contract
12.1.The Contract is concluded for the Period specified in the Individual Terms.
12.2.In respect of the SaaS Service, after expiry of the Period a new Period begins without the need for any further separate legal declaration, and the Contract is extended until the end of the new Period. Unless the Contract provides otherwise, including in particular Section 9.2 of the GTC, the terms and duration of the new Period are identical to the length and terms of the preceding Period. If the Contract is extended under this section, the Fee for the new Period becomes due on the fifth day preceding the first day of the new Period.
12.3.Either Party is entitled to terminate the Contract without stating reasons for the end of the current Period, in which case the Contract terminates at the end of the Period, at least
12.3.1.10 days before the end of the Period if the Period is 3 months or shorter,
12.3.2.30 days before the end of the Period if the Period is longer than 3 months but not longer than 1 year,
12.3.3.60 days before the end of the Period if it is longer than 1 year.
12.4.If the deadlines set out in Section 12.3 are missed, the Contract is extended in respect of the SaaS Service in accordance with Section 12.2. Depending on the Customer's settings, the Service Provider endeavours, in a form determined at its discretion, to send a reminder message to the Customer on the user interface of the SaaS Service before expiry of the deadlines under Section 12.3, provided that failure to send such reminder shall not result in the Contract not being extended or in any deadline being extended.
12.5.In the event of termination of the Contract by ordinary termination, the Contract terminates on the last day of the ongoing Period. The Parties are not entitled to ordinary termination of the Contract beyond what is set out in Section 12.3. The Period cannot be interrupted, suspended or paused at the Customer's request; it is the uninterrupted duration recorded in the Individual Terms.
12.6.The Service Provider is entitled to terminate the Contract with immediate effect by extraordinary termination if
12.6.1.the Customer has not fully paid the due Fee within the additional period of at least 8 days specified in the notice warning of the legal consequences,
12.6.2.liquidation proceedings, voluntary winding-up proceedings or compulsory strike-off proceedings are initiated against the Customer,
12.6.3.the Customer or any End User uses the Service improperly, including in particular if its conduct is contrary to the Contract, applicable laws or the principles of business-like and ethical use, if the use endangers the provision of the Service, overloads the Service Provider's systems or resources, is unlawful, causes damage, or in any way harms the Service Provider's business interests,
12.6.4.the Customer or any End User infringes any right of the Service Provider relating to intellectual property, trade secrets or reputation,
12.6.5.the Customer otherwise breaches the Contract and fails to remedy it within 15 days from receipt of the Service Provider's notice.
12.7.The Customer may terminate the Contract with immediate effect if the Service Provider fails to fulfil any material obligation arising from the Contract and does not remedy such failure upon written notice containing an appropriate additional period of at least 15 days. In the case under this section, the Parties shall settle with each other on a pro rata basis, such that the Service Provider shall refund to the Customer, within 30 days after termination of the Contract, the part of the prepaid Fee falling after the termination of the Contract.
12.8.The User Accounts and the Customer's data stored by the Service Provider within the SaaS Service may be restored within 1 month following termination of the Contract on the basis of a separate written agreement of the Parties, after which they will be deleted. The Customer expressly acknowledges this, and the Service Provider shall have no liability for damages in this respect.
13.Defective performance, guarantee, warranty and liability
13.1.The Service Provider provides the Services in accordance with the terms and characteristics expressly specified in the Individual Terms and is liable exclusively for their fulfilment. If Defects arise, the Customer may exercise exclusively the rights set out in Section 6 of the GTC, and any other warranty rights are excluded. The Service Provider is liable towards the Customer for the compliance of the Services, including in particular the SaaS Service, only with those laws, information security, IT security, data protection, business continuity, audit, certification or other similar standards and/or other requirements the fulfilment of which the Service Provider expressly undertook in the Individual Terms. Compliance with requirements, terms or characteristics not expressly recorded cannot be expected from the Service Provider, and the Service Provider has no liability for them. The Service Provider has no liability in respect of any requirement, expectation or compliance obligation not expressly included in the Individual Terms, including in particular requirements arising from the Customer's internal policies, industry standards, expectations of third parties such as authorities, partners or auditors, or certification systems. Beyond cases mandatorily required by law, the Service Provider does not provide a guarantee in respect of any part of the Service.
13.2.The Service Provider's liability for damages arising from the Contract shall be limited, per damage event, with multiple damage events attributable to the same cause being considered one damage event for this purpose, to the amount of the total net Fee actually paid to the Service Provider under the Contract during the 365 calendar days preceding the occurrence of the damage. The Service Provider's full aggregate liability for damages during the term of the Contract shall be limited to the amount of the total net Fee actually paid to the Service Provider under the Contract during the entire period of the Contract before the occurrence of the damage.
13.3.The Service Provider shall be liable exclusively for damages that occur clearly and directly due to a cause attributable to it, intentionally or through gross negligence.
13.4.The Service Provider makes reasonable efforts to ensure the efficiency and continuity of the Service but shall not be liable for losses or any damage caused by malfunction or other deficiency of the SaaS Service if it acts in accordance with the provisions of the Contract relating to Defect correction. The Customer acknowledges that continuous operation may be interrupted even without the Service Provider's prior knowledge and against its intention. Accordingly, the Service Provider does not undertake or warrant that the Service will operate error-free and uninterrupted, or that access to the Service will be continuous or error-free. In such cases, however, the Service Provider shall take the steps to be performed under the Contract in order to make the Service available again as soon as possible, but assumes no time guarantee in respect of full or partial restoration unless the Individual Terms provide otherwise. The Service Provider assumes no liability for any indirect or direct damage to the Customer's computer or other property resulting from data connection errors or temporary or permanent unavailability of the Service.
13.5.The Customer is obliged to bear or compensate all damage arising from breach of the provisions of the Contract. The Customer is obliged to compensate the Service Provider for all damage and costs incurred by the Service Provider arising from the conduct of the End Users, including related claims of third parties.
13.6.Either Party is entitled to suspend its own performance obligations arising from the Contract, excluding payment obligations, to the extent that performance of the Contract is prevented by Force Majeure Events or made reasonably and/or economically unperformable, of which it is obliged to inform the other Party. Neither Party shall be liable for damages occurring as a direct or indirect consequence of a Force Majeure Event. The Service Provider's liability is also excluded if the server operating the SaaS Service is affected by an external attack, such as an SQL attack. If, as a consequence of such attack, the Customer receives incorrect system messages, the Service Provider assumes no liability. If, in the Service Provider's opinion, the Service can continue to be provided despite the Force Majeure Event by modifying the Contract, for example by increasing the Fee or recording a one-off additional Fee in order to compensate for Force Majeure realised in a disproportionate increase of costs, the Service Provider is entitled, but not obliged, to make an offer for modifying the Contract for this purpose, which enters into force upon mutual signature by the Parties. Such offer to modify the Contract or its content may not be used to substantiate the non-existence of the Force Majeure Event and shall not be interpreted as acknowledgement of the non-existence of the Force Majeure Event.
13.7.The Service Provider's liability is excluded:
13.7.1.for use and conduct by End Users,
13.7.2.for settings made or requested in the User Account by the Customer, including all persons acting on its behalf, in particular its employees, agents, executive officers, company managers and contractors, including in particular permissions and access, and for the consequences thereof,
13.7.3.for permissions and access granted to certain End Users by or in accordance with the instructions of the Customer, and for the consequences thereof,
13.7.4.for indirect or consequential damages, where indirect damages include in particular costs necessary to eliminate financial disadvantages and loss of profit, loss of reputation and harm to good reputation,
13.7.5.for the Customer's instructions, specifications and plans provided by the Customer and their consequences,
13.7.6.for data loss or the loss of confidential or secret character of information,
13.7.7.for any damage, loss or other disadvantage arising from the conduct, omission or service of third parties, including in particular the operation, availability, defect or outage of internet service providers, hosting providers, telecommunications providers, cloud service providers, utility providers or other providers and their services,
13.7.8.for security incidents falling within the responsibility of the Customer or the End User, including in particular cases attributable to the Customer's or the End User's failure to exercise the expected care, such as the use of weak or improperly managed passwords, incorrect setting or management of permissions, and failure to properly protect confidential or secret data,
13.7.9.if the Service Provider acted in accordance with the Contract,
13.7.10.if any other provision of the Contract excludes the Service Provider's liability or assigns something to the Customer's sphere of responsibility.
13.8.The Customer is obliged to compensate the Service Provider for all damage and costs arising from the conduct of the Customer or any End User, from improper use of the SaaS Service, from the Customer's instructions or specifications provided by the Customer, and from the use of branding elements, trademarks or other intellectual works requested by the Customer.
13.9.The Service Provider is entitled, but not obliged, to review content that End Users may make available during the use of the SaaS Service, and in respect of published content the Service Provider is entitled, but not obliged, to look for signs indicating unlawful activity.
13.10.Any communication or interface of the Service Provider, including the user interface of the SaaS Service, may contain connection points or links leading to websites of other service providers. The Service Provider assumes no liability for the privacy and other practices or other activities of such providers or for the content accessible in this way.
14.Notices
14.1.A legal declaration made in the form of a Recorded Notice to the persons designated by the Parties in the Individual Terms for contact in connection with the Contract and its performance shall be deemed validly communicated to the relevant Party.
14.2.A declaration made under the Contract by letter or e-mail according to the contact details recorded in the Individual Terms, received from the contact person's e-mail or postal address, shall be deemed a legal declaration validly made on behalf of the Party by a person entitled to make it.
14.3.Any change in the person or contact details of the contact persons must be notified to the other Parties without delay in writing, and the other Parties shall not be liable for the consequences arising from failure or delayed performance of this obligation. A change in the persons designated for contact or in their contact details does not require modification of the Contract.
15.Confidentiality and protection of reputation
15.1.The provisions of this Section 15 form an effective part of the Contract only if and for the period during which there is no confidentiality and use restriction agreement in force between the Parties covering the subject matter of this Section 15.
15.2.The Parties are obliged, during the term of the Contract and after its termination, to keep confidential all business secrets and other information that may be considered confidential and that come to their knowledge in connection with the Contract and its conclusion and/or performance. In the absence of the prior express consent of the other Party, such data and information shall not be disclosed to any third party in any form, either directly or indirectly.
15.3.The confidentiality obligation and restriction do not apply to the fulfilment of data disclosure obligations imposed on the Parties by law, or to disclosure to the necessary extent to the owners or ownership representatives, subsidiaries, affiliated companies, decision-making bodies and representatives of bodies supervising the operation or management of the Parties, as well as to the legal, accounting or other professional advisers of the Parties. Confidentiality also does not extend to information that has become or becomes public without breach of contract by the Party subject to confidentiality, or that the Party obtains from a third party without a confidentiality obligation.
16.Protection of personal data
In respect of the Services, in the terminology of Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, the General Data Protection Regulation, unless the Individual Terms provide otherwise, the Customer qualifies as controller and the Service Provider qualifies as processor. The Parties shall record the provisions arising from, and made necessary by, their respective capacities in a separate data processing agreement.
17.Content and liability
17.1.Within the framework of the law and the Contract, the Customer is, as a general rule, entitled unilaterally and at its discretion to determine which content may appear and which content may not appear on the interfaces of the SaaS Service. If, for example for technical reasons, the Customer cannot modify such content itself, primarily through administrator End Users, it may instruct the Service Provider to do so. Unless the Individual Terms provide otherwise, the Service Provider is entitled to a Fee for fulfilling such instructions, the amount of which shall be agreed separately by the Parties. Content that is offensive to others, threatening and/or unlawful may not be published through the SaaS Service, including in particular, but not exclusively, defamatory, insulting, hate-inciting, harassing, violence-inciting, discriminatory, obscene or misleading content, as well as information that infringes the personality rights, intellectual property rights, trade secrets or data protection rights of third parties. It is also prohibited to publish any content that violates law, encourages the commission of a criminal offence or facilitates its commission, or that violates applicable data protection and information security requirements. The Service Provider is not obliged to fulfil the Customer's instructions in this respect if it is entitled to refuse them under the Civil Code and/or if they do not comply with the Contract and/or if the Service Provider may reasonably assume that the Customer will not pay the specified Fee. In view of all this, the Service Provider is not liable, and the Customer is exclusively liable, both towards the Service Provider and third parties, for the content made available through the SaaS Service and is obliged to compensate all costs and full damage incurred by the Service Provider in connection therewith.
17.2.In view of all this, the Customer acknowledges that, in respect of files made available or transmitted on the internet within the SaaS Service and information society services provided, the Customer alone qualifies as the service provider responsible for the content under the E-Commerce Act and any other applicable law.
17.3.The Customer acknowledges that if the Service Provider receives a notice alleging infringement in respect of any content under Section 13(1) of the E-Commerce Act, the Service Provider shall thereafter proceed according to the measures under Section 13 of the E-Commerce Act, meaning the notice-and-takedown procedure. The Customer acknowledges that in this case the Service Provider is not liable for the consequences of removing the affected information or for not ensuring access to it. In the event of enforcement of claims by third parties against the Service Provider in connection with the content referred to in this section, the Customer is obliged to step into the Service Provider's position or, if this is prevented, to provide all information and active support necessary for successful defence against the claim. The Customer is obliged to reimburse the Service Provider for the costs of such proceedings and the damage occurring as a consequence of such proceedings, and to make every effort to ensure that the Service Provider suffers no prejudice to its interests.
17.4.If the Customer has the possibility to send newsletters, similar direct communications, advertisements or other similar messages through or in connection with the SaaS Service, the Customer is responsible for fully complying in this respect with applicable Hungarian and other laws, including in particular appropriately informing the recipients and any other data subjects, obtaining their consent where necessary, using the relevant functionality of the SaaS Service exclusively within the framework of the law, and lawfully compiling the content of such messages.
18.Miscellaneous provisions
18.1.The Customer may not transfer or assign the rights and obligations arising from the Contract to any third party without the Service Provider's prior written consent. Any assignment agreement concluded without the Service Provider's prior written consent shall be deemed invalid.
18.2.The Service Provider is entitled, in particular but not exclusively if the Service Provider transfers its affected business line to a third party under any legal title, to unilaterally transfer its claims, receivables, debts or contractual position arising from the Contract, by assignment and assumption of debt or by transfer of contract, to a third party at its discretion. In respect of transfer of contract, this Section 18.2 also qualifies as the Customer's consent to transfer of contract under Section 6:209(1) of the Civil Code, without reservation of the right to withdraw it.
18.3.The Contract contains the entire agreement of the Parties concerning the subject matter of the Contract. All agreements, declarations and information made in any form, whether in writing, orally or by implied conduct, between the Parties before conclusion of the Contract concerning the subject matter of the Contract cease on the date of entry into force of the Contract without any further act or legal declaration.
18.4.It is excluded that any custom in the application of which the Parties agreed in their previous business relationship, or any practice established between them, becomes part of the Contract. Unless the Parties expressly agree otherwise in writing, no custom widely known and regularly applied by parties to similar contracts in the business sector corresponding to the subject matter of the Contract shall become part of the Contract, except if its application is indispensable for interpretation of the Contract and necessary for contractual performance.
18.5.The non-exercise or delayed exercise of any right or remedy to which the Parties are entitled under the Contract or any applicable law shall not be interpreted as a waiver of such right or remedy, and the partial or one-time exercise of any right or remedy shall not exhaust the possibility of further exercise of such right or remedy.
18.6.If any provision of these GTC or the Contract is deemed invalid, not to have come into existence, ineffective or unenforceable in whole or in part, this shall not affect the coming into existence, validity, effectiveness or enforceability of the remaining provisions of the Contract. In such case, the affected provision shall be disregarded and the Contract shall be interpreted without it, unless either Party would not have concluded the Contract without the affected provision.
18.7.The Contract, its interpretation and matters not regulated in the Contract shall be governed by the laws of Hungary.
18.8.In the event of any dispute that may arise between the Parties in connection with the Contract and its performance, the Parties are obliged to make every effort to settle the dispute amicably. If negotiations aimed at amicable settlement do not lead to a result, the Parties stipulate the jurisdiction of the Buda Central District Court for matters falling within the competence of district courts, and the exclusive jurisdiction of the Székesfehérvár Regional Court for matters falling within the competence of regional courts.
18.9.If the Contract terminates for any reason, this circumstance shall not affect the fulfilment of payment obligations incurred during the term of the Contract and owed by the Parties under the Contract. The Parties remain obliged to stand good for obligations created during the term of the Contract even after termination of the Contract.
18.10.The Service Provider is obliged to perform its obligation undertaken in the Contract with professional competence, according to the specified schedule and, in the absence of other provisions, within a reasonable time.
18.11.During its performance, the Service Provider is entitled to use contributors or subcontractors at its discretion.
18.12.By way of exception to these GTC, the exclusion and/or limitation of the Service Provider's liability for damages shall not extend to cases where exclusion or limitation of liability for damages is prohibited by applicable mandatory statutory provisions that do not allow derogation.