GENERAL TERMS AND CONDITIONS

(hereinafter: the GTC)

Regarding contracts concluded by ROIworks Private Limited Company

Effective - 06.01.2022 from day

1. INTRODUCTORY PROVISIONS

1.1 Present GTC aims to regulate the ROIworks Zrt. (in the following: „Trustee”) and who has a legal relationship with him based on the commission contract (hereinafter: the Contract). Principal between certain issues arising on the basis of this legal relationship. The Principal and the Assignee are hereinafter referred to individually as Parties and collectively as Parties.

1.2 The client declares that it is a legally operating company that is not subject to bankruptcy proceedings or any proceedings aimed at its liquidation, and that no enforcement proceedings are currently being initiated against it.

The trustee declares that it is a legally operating business company registered in Hungary, which is not subject to the 1991 IL. on bankruptcy and liquidation proceedings. procedures under the scope of the law, under the scope of liquidation or compulsory cancellation proceedings, no enforcement proceedings are pending against him.

1.3 The Agent is entitled to amend these Terms and Conditions unilaterally, according to the following conditions

1.3.1. The Principal is obliged to publish the amendment 30 (thirty) days before its entry into force in the site used to access the General Terms and Conditions, and to notify the Principal accordingly.

1.3.2. The client may indicate in writing within a period of 15 (fifteen) days from the date of publication that it does not accept the amendment, failing which the legal relationship of the Parties shall be governed by the amended General Terms and Conditions.

1.3.3.If the Client makes the modification in accordance with 1.3.2. did not accept it according to point, then the Agent is entitled to terminate the Contract in writing within a period of 8 (eight) days, failing which the legal relationship between the Parties will be governed by the General Terms and Conditions before the amendment.

2. PERFORMANCE PROVISIONS

2.1. The parties agree to determine and accept the registered office of the Agent as the place of performance of the service.

2.2. The Client undertakes to pay the amount of the commission fee as specified in the Contract to the account number specified in the invoice issued by the Client. The parties agree that the assignment fee is considered paid on the day the amount is credited to the Agent's current account.

2.3 The Principal is obliged to advance the certified amount of media costs, software fees, production costs, and setup costs until the performance by the Principal begins. Advance payment of these costs is a condition for the Contractor to begin performance - in case of late payment, the Contractor is entitled to change the performance schedule.

2.4 The Contractor undertakes to issue a signed performance report to the Client electronically or in a corporate manner by the 5th day following the day of performance - or, if this day is not a working day, by the following working day - on the activities carried out in accordance with the contract, which shall be scanned and sent immediately send it to the e-mail address of the Client's contact person.

2.5 If the Client complies with 2.4 of these General Terms and Conditions does not dispute its content within 3 working days after receiving the performance report in accordance with point 1, the performance report shall be considered accepted and shall be considered as a proof of performance in its legal effect. The Principal may dispute the performance report solely on the grounds of non-performance, faulty performance or unquestionably breach of contract behavior by the Principal, in which case he is obliged to communicate his performance objections to the Principal by electronic mail sent to the address specified in the Contract within the deadline for objecting to the performance report.

2.6 Assigned to 2.5. after the expiration of the deadline specified in point 1, he shall issue an invoice for the assignment fee or fees in accordance with the relevant legislation, without delay, but no later than the 10th day following the expiration of the deadline - or, if this day is not a working day, then the following working day - in accordance with the relevant legislation. The Client is obliged to send the invoice to the email address of the Client's contact person immediately after it is issued. On the part of the Authorized Person, the invoice is issued electronically, the start date of the payment deadline is the day after the invoice is sent. The parties also state that if the invoice is not considered to have been properly issued for any reason, the Principal is entitled and obliged to return it to the Principal in order to issue a proper invoice, in which case the payment deadline will only begin according to the properly issued invoice by the Principal, with the appropriate application of the provisions of this clause .

2.7 The Trustee expressly undertakes that the invoice issued for his activities during the period of cooperation in all cases complies with the financial and accounting legislation in force in his home state

2.8 In case of late payment by the Principal, Act V of 2013 on the Civil Code 6:155. He is obliged to pay default interest and a flat-rate claim collection cost to the Trustee in accordance with the provisions of §.

2.9 The Parties declare that they consider the commission fees to be proportionate and fair, and at the same time expressly declare that they unconditionally and irrevocably waive the right to challenge the Contract by referring to the striking disproportionality of value in accordance with Act V of 2013 on the Civil Code 6:98. According to paragraph (2) of §

2.10 The Parties agree that in order to successfully complete the tasks under the Agreement, they are obliged to act in mutual cooperation, and to notify each other immediately in writing (by e-mail) of all relevant facts and circumstances, as well as their changes.

2.11 The Principal undertakes to provide the data, information, facts, digital data files and approval requested by the Principal, which are absolutely necessary for the performance of the Contract and cannot be obtained elsewhere, free of charge within 5 working days of the Principal's written (e-mail) request. makes available.

2.12 If the Client does not provide the General Terms and Conditions 2.12. the instructions, guidelines, data, information, facts, digital data files and approval necessary for the performance of the Agent at the specified time, the deadlines for the performance of the Agent will be extended accordingly.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1 It is the Principal's duty to provide the Principal with the necessary instructions for the fulfillment of the Contract and the provision of the service in accordance with the Contract, as necessary.

3.2 The Principal is obliged to pay the commission fee to the Principal in the case of contractual performance by the Principal. The commission fee is paid in accordance with the method detailed in Title 2 of these General Terms and Conditions.

3.3 The Principal undertakes that if he does not provide the material required for the work when requested by electronic means (e-mail) within 5 working days from the sending of the invitation, in that case the Principal is entitled to report the service to "pending status" and the with regard to incurred items/costs, the Parties shall act in accordance with the points of the Agreement relating to accounting.

3.4 The Agent performs the activities necessary to fulfill the Contract in his own daily schedule and with his own means.

3.5 The Assignee is obliged to act according to the instructions of the Principal, however, the instruction may not extend to the organization of the work, nor may the instruction make it difficult for the Assignee's work methods, nor may it hinder performance in accordance with the contract.

3.6 If the Principal has given inappropriate or unprofessional instructions and this becomes known to the Principal after the conclusion of the Contract, or makes such a request/change to the Principal during performance, and if following the instruction would lead to an incorrect result, the Principal is obliged to inform the Principal of this to warn of the fact. The Agent is responsible for the damage resulting from the failure to warn. However, if the Client maintains his position (instruction) despite the warning, the Client may withdraw from the Contract or terminate the Contract. If he does not perform or terminate the Contract, according to the Client's reserved position (instruction), he is obliged to fulfill the Contract at the Client's risk, unless it would lead to a violation of the law or official provision or endangering personal and/or property safety.

3.7 The Agent is obliged to notify the Principal immediately of any circumstances that threaten or hinder the effectiveness of the provision of the service or its timely completion.

4. AMENDMENT, TERMINATION, TERMINATION OF THE AGREEMENT

4.1 Any amendment to the Agreement - with the exception specified in the Agreement - is only considered valid by the Parties if it has been put in writing and duly signed by their authorized representatives.

4.2 The Agreement shall be terminated by mutual agreement, or by extraordinary, immediate termination if liquidation/liquidation proceedings/bankruptcy proceedings are initiated against the Client or the Agent.

4.3 The Contract may be terminated by ordinary notice, subject to a thirty-day (30-day) notice period, in writing. The Contracting Parties expressly state that any (ordinary or extraordinary) notice of termination - in contrast to other communications contained in the Contract - is only considered to be in writing and effective if the terminating Party sends it to the other Party by mail, with registered receipt (e- notification by email is invalid). In any case, the termination becomes effective upon arrival at the other Party, or upon the expiration of the appropriate deadline from that day.

4.4 Both Parties have the right to terminate the Contract with immediate effect, if the other Party does not fulfill its obligations under the Contract within the (additional) deadline, despite a written notice, in this case the terminating Party must provide the reason for the termination in writing.

4.5 If performance becomes impossible for a reason for which neither Party is demonstrably responsible, and

4.5.1 the reason for the impossibility arose within the sphere of interest or outside the sphere of interest of both Parties, the Agent shall be entitled to a proportionate part of the commission fee for the work performed and its costs;

4.5.2 the reason for the impossibility arose in the interests of the Agent, he cannot claim compensation;

4.5.3 the reason for the impossibility arose in the interest of the Principal, the Principal is entitled to the commission fee.

5. COPYRIGHT AND RELATED RIGHTS, TRADE SECRETS, PROPRIETARY KNOWLEDGE

5.1 LIV of 2018 on the protection of business secrets, which arose as part of the performance of the Contract. as a rule, it reserves all its rights in relation to facts, data, information, knowledge, solutions, and products that fall under the scope of copyright according to law and/or protected knowledge (know-how). 

5.2 The Agent undertakes a full legal guarantee that the performance of the Agreement does not infringe the rights of third parties.

5.3 For the duration of the Agreement, the Principal authorizes the use of the Principal's logo, trademark, trade name and company name in the given form, color and size to the Principal solely for the purpose and scope of the fulfillment of the provisions of the Agreement. The right to use the name, logo, or trademark granted to the Agent is valid for the duration of the Agreement and is limited in terms of subject matter as described above. The Assignee is obliged to use the graphic elements and markings transferred to him in any form in connection with the Contract in accordance with the provisions of the applicable legislation on the protection of intellectual works and to handle them with due care. The Client guarantees that it has the right to exploit and use the copyrighted intellectual works transferred to the Client, as well as the right to transfer them, and that the transfer does not infringe the rights of third parties. Should a claim be asserted against the Client as a result of their use, the Client shall at all times fully stand on behalf of the Client, expressly exempting the Client from liability. Furthermore, the Principal agrees, without time limitation, to indicate the Principal as a reference on the Principal's website and in its documents. The agent is obliged to respect all laws, regulations and voluntary agreements, standards, provisions contained in licenses that may apply to the services he provides or the activities he performs. 

5.4 The content of the Contract, the details of the service provided by the Agent, the method of implementation, any data, knowledge and information related to it are classified as business secrets. Neither Party is entitled to use solutions, methods, and knowledge acquired during the cooperation for the performance of the Contract, which are legally protected by the other Party, beyond the performance of the Contract. The Parties are obliged to maintain the utmost confidentiality with regard to the provisions contained in the Agreement, as well as any data, facts, circumstances, technical, economic or organizational knowledge, experience and other information that come to their attention in connection with the preparation and/or performance of the Agreement. In relation to the above, the Parties may provide agreed information to third parties only with the prior written permission of the other Party, excluding

5.4.1 Business companies recognized as belonging to the Parties' group of companies,

5.4.2 Contributors and other consultants of the Parties in the preparation and/or performance of the Agreement,

5.4.3 Auditors of the Parties,

5.4.4 Information provided to the competent authorities and courts.

5.5 Copies and extracts (apart from companies belonging to the Parties' group of companies, auditors, lawyers and other consultants of the Parties subject to professional confidentiality obligations) for third parties, except in cases required by law, may only be made if all Parties have given their prior written consent. .

5.6 The Parties agree, and the Principal expressly acknowledges, that in relation to the economic, technical and organizational knowledge and experience, intellectual creations, and know-how applied by the Principal, the Principal is entitled to all the knowledge, procedures, and certain you are obliged to keep its parts secret, you are not entitled to make it or any part of it accessible to third parties in any form, and you may not use or reproduce it either for yourself or for the benefit of a third party.

6. RESPONSIBILITY OF THE PARTIES DURING THE PERFORMANCE OF THE CONTRACT

6.1 The Contract does not in any way create an obligation of performance in relation to the legal transactions to be concluded by the Client with third parties, their extent and quality. In this way, the Agent is not responsible for the increase in the number of transactions actually carried out by the visitors, or for the further behavior of the visitors (for example, their actual purchase or order).

The Parties expressly state that the Authorized Person bears no responsibility whatsoever in relation to legal relationships established between the Principal and third parties, products and services sold by the Principal. 

6.2 All legal obligations and responsibilities regarding the handling of personal data rest with the Principal, the Principal excludes any liability in this regard. The agent undertakes to act with the greatest care that can be expected of him during the storage and processing of data and information, in accordance with the applicable and effective legislation at all times. If data processing takes place on the part of the Trustee in order to fulfill the tasks, the Parties will in each case regulate them individually in the case-by-case customer.

6.3 The Agent shall be liable in accordance with the general rules for the loss for any reason of any material provided by the Principal under the Contract, or for access by third parties not entitled to it in any other way, if it can be blamed on the Agent. The agent is not responsible for damages caused by reasons beyond his control.

7. FINAL PROVISIONS

7.1 The Parties intend to settle all legal disputes arising from or related to the Contract primarily through negotiations. If the Parties are unable to settle the legal dispute amicably, any Party may initiate proceedings before the competent court as defined in this title beyond 15 days from the first written notification of the disputed issue.

7.2 The Parties record and expressly acknowledge that, in case of any legal disputes, by signing the Agreement, XXVIII of 2017 on private international law. TV. According to the provisions of § 93, the jurisdiction of the Hungarian court is stipulated at the same time - in view of their possible legal disputes.

7.3 The Parties expressly stipulate that if any provision of the Contract is, or becomes, illegal, invalid or unenforceable in any respect, it does not affect or hinder the legality, validity or enforceability of the other provisions contained in the Contract. In the case of partial invalidity, the Parties are obliged to replace the invalid provision with an effective or enforceable provision that best meets the spirit and purpose of the invalid or unenforceable provision. The Agreement contains the entire agreement of the Parties regarding its subject matter and supersedes all previous, oral or written agreements, understandings and communications related to them (completeness clause).

7.4 The provisions of the Contract and Act V of 2013 on the Civil Code shall apply to matters not regulated by these GTC.