GENERAL TERMS AND CONDITIONS (GTC)
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Preamble
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Imprint: Data of the Service Provider (Seller, Business)
Company Name: Scepi Consulting Ltd.
Headquarters: 1138 Budapest, Berettyó u. 2-8.
Tax Number: 27175046-2-41
Company Registration Number: Cg01-09-387090
Company Court Maintaining the Register: Metropolitan Court of Budapest
Bank Account Number: 12010374-01774206-00100006
Phone: +36 30 586 9964
Email: info@scepiconsulting.hu
Data of the Hosting Service Provider
Name: Scepi Consulting Ltd.
Headquarters: 1138 Budapest, Berettyó u. 2-8.
Contact: +36 30 586 9964
Website: www.scepiconsulting.hu
1. Issuance and acceptance of Custom Orders
1.1. Based on the Contractor's offer, the Client may send a Custom Order to the Contractor. The Custom Order becomes binding between the Parties only upon the Contractor's express written acceptance. The Contractor's silence, failure to respond, or partial performance does not constitute acceptance.
1.2. The Custom Order may be issued by the Client in the form of a written legal declaration or as an Order issued in the Client's management system and electronically sent to the Contractor for invoicing purposes.
2. Content of Custom Orders
2.1. The Contractor's offer includes the schedule for performance, the deadline, the location of service execution and delivery, the quantity, the price, and the fee. In addition to the above, the Client's Custom Order includes specific conditions related to the tasks to be performed. In the absence of specific conditions, the points of this framework agreement shall apply.
2.2. The place of performance, unless otherwise provided in writing by the Parties, shall be the location specified by the Contractor, including remote, online, or cloud-based performance. The performance deadline, schedule, and client-side prerequisites shall be determined in each case by the Custom offer or Custom order. If delays in client-side cooperation, data provision, access assurance, or approval hinder performance, the performance deadlines shall be automatically and proportionally extended.
2.3. The parties are obliged to cooperate in the performance of their contractual obligations and to notify each other in writing of any circumstances that affect the proper performance of the contract or compliance with deadlines.
3. Rights and obligations of the parties
3.1. The Contractor shall perform its tasks in cooperation and coordination with third parties designated by the Client, as well as with the Client or, in the case of performance for the Client's customer, with the Client's customer or its representative.
3.2. The Contractor declares that it is a company with the necessary expertise, qualifications, tools, experience, and professionals to carry out its tasks.
3.3. The Contractor acknowledges that it cannot acquire rights or assume obligations on behalf of the Client, unless the Client has granted prior written authorization for this.
4. Performance of the contract
4.1. The Contractor is obliged to perform its tasks with care, in accordance with the interests of the Client, and to carry out its tasks with the diligence expected from a professional company. In addition, the Contractor is obliged to take into account the written requirements and regulations provided by the Client during the performance, as well as the instructions given by the Client during the performance.
4.2. The Contractor must be familiar with the Client's activities, professional services, and the Client's decisions regarding its activities, their development, and the priorities of certain activities and areas of expertise to the extent necessary for professional and safe performance.
4.3. If the Contractor performs any contractual task at the Client's customer, it is obliged to do so in a manner that enhances the Client's market reputation and improves its positive market perception.
4.4. In the case of a deadline-bound task, the Contractor is obliged to complete their tasks by the deadline set by the Client. A task is considered deadline-bound if the Client and the Contractor mutually agree on a deadline. If the Contractor anticipates that they will not be able to complete the task by the agreed deadline due to unforeseen obstacles, they are obliged to inform the Client of this fact without delay, but no later than within 5 (five) working days. In this case, the parties may agree on a new deadline.
5. Payment Terms
5.1. The Client will reimburse the Contractor for the completed, verified work in Hungarian forints.
5.2. The Client is obliged to pay the amount of the invoice issued by the Contractor via bank transfer within 8 calendar days from the date of issuance, unless otherwise stipulated in the Individual Offer or Individual Order. The Contractor is entitled to require an advance payment or prepayment.
5.3. In the case of time-based accounting, the parties agree that the Contractor will issue their invoice according to the payment terms specified in the above paragraph in accordance with the VAT Act (Act CXXVII of 2007) § 58 on continuous services.
5.4. In the case of continuous, subscription-based, support, monitoring, maintenance, operational, or availability services, the Contractor is entitled to issue an invoice in advance for the service period according to the accounting rules specified in the Individual Offer or Individual Order.
5.5. The Parties acknowledge that the verification of the performance of continuous services can be based on a monthly summary, service report, electronic performance notification, or other reasonable proof of the actual provision of the service.
5.6. If the Client does not raise an objection in writing, with justification, within 5 working days from the receipt of the performance notification, handover documentation, or summary serving as the basis for invoicing sent by the Contractor, the performance shall be deemed accepted and verified.
5.7. The absence of the Performance Verification Certificate does not prevent invoicing if the Client has actually taken the performance into use, has utilized the service, or has not raised a written objection within the deadline specified in point 5.5.
5.8. The Contractor does not assume any penalty unless this is explicitly included in the Individual order.
5.9. In case of late payment, the Contractor is entitled to the proportionate late payment interest defined in Section 6:155 (1) of the Civil Code.
6. Handover
6.1. The Contractor is obliged to notify the Client of the completion of individual tasks and to hand over the goods and results to be delivered to the Client, as well as to report the completed service as finished.
6.2. Following the handover, the Client is obliged to examine the subject of the performance without delay, but no later than within 5 working days, and to communicate any specific identified defects or deviations in writing to the Contractor. If the Client does not communicate a written, substantive objection within this deadline, the performance shall be deemed accepted.
6.3. The Contractor is only obliged to correct existing, reproducible errors in relation to the specifications recorded in the Individual Offer or order. A new feature request, modification request, errors in a third-party system, changes in the manufacturer's or service provider's environment, as well as the consequences of interventions by the Client or a third party do not qualify as errors.
6.4. Following the repairs carried out based on the objections, the Client is again obliged to conduct the inspection within 5 working days. Failure to do so will result in the performance being considered accepted.
6.5. The Contractor is obliged to inform the Client about the activities performed for the Client's customers in the manner and frequency specified in the Individual Offer or order. In the absence of this, the Contractor undertakes reasonable status communication appropriate to the nature of the task.
6.6. The Client is entitled to request further information from the Contractor regarding the verification of performance.
7. Guarantee of the Contractor's lawful operation
7.1. The Contractor hereby declares and guarantees to the Client that
§ it is a legally registered economic entity according to Hungarian laws;
§ there are no insolvency proceedings against it (including, among others, bankruptcy proceedings, liquidation, or winding-up proceedings) and
§ it has all the necessary permits for the performance of this contract and the registered activity required to fulfill its obligations and
§ at the time of signing this contract, it is not aware that the conclusion of this contract would violate the rights of any third parties.
7.2. The Contractor hereby declares and warrants to the Client that it will maintain the condition described in the above points (i)-(iv) throughout the entire duration of this contract.
8. Intellectual Property and Usage Rights
Pre-existing and general intellectual creations
8.1. All intellectual creations that existed prior to the entry into force of this Framework Agreement, as well as those created during the performance of this Framework Agreement as the Contractor's general professional knowledge, methodology, template, component, program code, source code, library, module, integration solution, connector, data model, dashboard template, Node-RED flow, deployment template, documentation template, know-how, or other reusable solution, shall remain the property of the Contractor and under its exclusive control, which were not specifically and exclusively made for the unique needs of the Client.
8.2. The Parties acknowledge that all intellectual creations, know-how, software components, scripts, templates, dashboards, logic, data processing solutions, interfaces, and documentation related to the Scepi Smart EMS system, its platform, architecture, components, development and operational methodologies shall remain the exclusive intellectual property of the Contractor.
Usage rights granted to the Client
8.3. Unless otherwise agreed in writing, the Contractor does not transfer the intellectual property rights to the Client, but provides the Client with a non-exclusive, non-transferable, non-sublicensable usage right limited to its own internal business purposes as part of the performance.
8.4. The Client is entitled to use the service, software, documentation, or other results provided to them solely within the legal entity of the Client, for their own operations, at their own locations, on their own devices, or within the access scope provided to them.
8.5. The Client is not entitled to transfer, sell, sublicense, disclose, copy, reverse engineer, modify, disassemble, or create derivative works from the software, source code, documentation, dashboard, data model, or other results to any third party without the prior written consent of the Contractor, except where expressly permitted by mandatory law.
Custom Developments
8.6. If the Parties explicitly stipulate in a specific Custom offer or Custom order that the Contractor will create a completely custom development for the Client, the Client will acquire the usage rights to the completed custom result as defined in the contract.
8.7. Full transfer of copyright ownership, exclusive usage rights, or source code transfer will only occur if the Parties explicitly state this in the specific Custom order, with separate specification and compensation.
8.8. In case of doubt, it should be considered that the Client does not acquire exclusive usage rights, and the intellectual property rights remain with the Contractor.
Source Code
8.9. The Contractor is only obliged to transfer the source code if this is explicitly stipulated in the specific Custom offer or order.
8.10. The source code related to the Scepi Smart EMS platform, its general components, modules, connectors, system logic, Node-RED flows, dashboard templates, deployment patterns, monitoring and operational solutions is not automatically subject to transfer.
Developments, updates, bug fixes
8.11. All developments, modifications, and software components created within the framework of maintenance, version updates, bug fixes, patches, updates, upgrades, regulatory compliance, new features, new modules, or compatibility modifications shall remain the intellectual property of the Contractor, unless the Parties explicitly agree otherwise.
8.12. The Client is entitled to use such developments only during the existence of the relevant service or subscription, within the scope defined by the contract.
Know-how and general experience
8.13. The Contractor is entitled to use the general experiences, ideas, methodological solutions, architectural principles, and know-how acquired during the performance for other clients, as well as for its own product and service development purposes without restriction, provided that it does not violate the Client's business secrets and personal data.
8.14. The Parties acknowledge that the Contractor is entitled to use open-source software components, as well as software components, libraries, interfaces, and services provided by third parties during the performance. The applicable licensing terms, manufacturer or service provider conditions for such elements shall be followed by the Client during use. The Contractor undertakes obligations only within the scope of the usage rights it provides.
8.15. The Contractor is entitled to display the Client's name, logo, and a brief description of the services provided that does not violate business confidentiality as a reference on its website, in its offers, and in its marketing materials, unless the Parties agree otherwise in writing.
9. Special Rules Regarding Scepi Smart EMS Services
9.1. The operation of the Scepi Smart EMS service depends partly on the Client's infrastructure, third-party manufacturers' devices, communication networks, internet connection, electricity supply, external interfaces, and service providers.
9.2. The Contractor provides the service with professionally reasonable and expected care; however, it does not guarantee that the system will operate without interruption and error-free at all times and under all circumstances with all external systems.
9.3. The Client is obliged to provide the necessary infrastructure, network connection, electricity supply, physical access, permissions, manufacturer documentation, and necessary cooperation for operation.
9.4. The Contractor is not responsible for operational problems caused by a lack of infrastructure on the Client's side, faulty devices, incorrect sensor data, communication disruptions, manufacturer restrictions, unsupported devices, or interventions by third parties.
9.5. Suggestions, reports, dashboards, automations, and optimization logics derived from the Scepi Smart EMS service do not constitute independent energy, financial, or legal guarantees. Actual savings and operational results depend on many circumstances outside the Contractor's control.
10. Warranty, Guarantee
10.1. The Contractor warrants that the intellectual property provided by the Contractor to the Client, which can be lawfully used within the scope of the usage rights granted, is a work protected by copyright, is legally clear, and that regarding the rights acquired by the Contractor under the framework agreement and the Individual Orders, no third party has any rights that would exclude or limit the lawful, contractual use of the software and the intellectual property, or the rights of the Client and the Client's customers related to them.
10.2. In the event of a breach of these obligations, the Client may withdraw from the affected Individual Orders and request the restoration of the original state.
10.3. The Contractor undertakes a 30-day defect correction period from the date of delivery for the delivered developments, configurations, and individual results for reproducible defects that can be proven to arise from the Contractor's deviation from the contractual specifications. The following are not included in the scope of defect correction:
a) modifications made by the Client or a third party,
b) defects in third-party hardware, software, services, or communication networks,
c) changes in the manufacturer's or service provider's environment,
d) unsupported operating environments,
e) new feature or modification requests,
f) any defect that can be attributed to the Client's erroneous data provision, access, or instructions.
11. LIMITATION OF LIABILITY
11.1. The Contractor is only liable for damages that are directly caused and proven to be attributable to it in connection with the performance of the contract.
11.2. The Agent's liability shall not extend under any circumstances to lost profits, downtime damages, production losses, missed energy savings, indirect damages resulting from data loss, reputational damage, as well as any indirect, consequential, or special damages.
11.3. The upper limit of the Agent's total liability for damages shall be the net fee actually paid by the Principal for the Specific Order directly affected by the damage event in the 12 months preceding the damage event, but no more than the total net value of the Specific Order, unless the damage was caused by the Agent intentionally or in a manner that directly endangered human life or physical integrity.
11.4. The Agent shall not be liable for any errors, outages, performance reductions, or damages that are
a) due to faults in the internet connection, electricity supply, mobile communication, VPN, or local network,
b) due to faults in third-party hardware, software, cloud services, APIs, firmware, meters, inverters, BMS, HVAC systems, PLCs, or other equipment,
c) due to manufacturer modifications, discontinuations, incompatibilities,
d) due to unauthorized intervention, switching, or configuration changes by the Principal or a third party,
e) resulting from force majeure events.
11.5. The Parties acknowledge that the Scepi Smart EMS and related services aim for energy monitoring, automation, optimization, and decision support; however, the Agent does not warrant specific energy savings, specific business results, uninterrupted operation, or full compatibility with all external systems.
12. DATA AND THEIR USE
12.1. The raw data originating from the Client's own systems, tools, meters, and operations shall remain the property of the Client.
12.2. The raw processing methods, data models, aggregation logics, report and dashboard templates, analytical methodologies, and any derived solutions that are not merely a simple copy of the Client's raw data shall remain the property of the Contractor.
12.3. The Contractor is entitled to process the Client's data for the purposes of contract fulfillment, troubleshooting, support, development, security, reporting, and service quality improvement.
12.4. The Contractor is entitled to use anonymized statistics, trends, and benchmark-type data derived from the Client's data, which are not suitable for personal identification or identification of the Client, for its own business, development, product development, and analytical purposes.
13. Confidentiality and Security Conditions
13.1. Both parties and all owners, officers, employees, agents, representatives, and performance assistants of both parties, as well as all owners, officers, and employees of the latter (hereinafter collectively referred to as "Confidentiality Obligated Parties") are obliged to maintain the confidentiality of the other party's business secrets.
13.2. If the holder of the business secret does not explicitly classify the information differently, any information related to the preparation, conclusion, performance, modification, or termination of the framework agreement that is provided to or becomes known to the other party and/or is related to the framework agreement (including information learned through verbal communication and information learned independently of the other party's conduct) shall be considered a business secret of the other party, regardless of the data carrier and the form of presentation. Both parties undertake, without time limitation and extending to those bound by confidentiality, not to disclose the other party's business secret to unauthorized persons, not to make it accessible to such persons, not to make it public, and not to reproduce it, except if
· the other party has expressly consented in writing in advance, or
· the party or the person bound by confidentiality is required to do so by law, in which case the party is obliged to inform the other party in advance.
13.3. The agent is responsible for ensuring that its employees, subcontractors, and performance assistants only become acquainted with and use the Client's business secret to the extent strictly necessary for the performance of the framework agreement. The agent is responsible for ensuring that those bound by confidentiality comply with the confidentiality provisions of this section; the agent shall be liable for any breach of confidentiality by those bound by confidentiality as if the breach had been committed by the agent itself.
13.4. The Contractor is obliged to extend its confidentiality obligations in connection with the performance of the framework agreement to the collaborators, agents, subcontractors, and performance assistants it engages, in the contracts to be concluded with them. The Contractor and those bound by confidentiality are required to have all their employees, natural persons acting as performance assistants who may become acquainted with the Client's business secrets, sign a written confidentiality declaration that meets the conditions set forth in this section, to retain it, and to present it to the Client upon request.
13.5. It shall not be considered a breach of the confidentiality obligation if the Contractor lists the Client's name, logo, and a brief description of the services provided that does not violate business secrets as a reference, unless the Parties have excluded or restricted this in writing.
13.6. The Contractor and all its owners, officers, employees, subcontractors, agents, performance assistants, as well as all owners, officers, and employees of the latter, are obliged to act in accordance with the relevant security regulations provided in writing by the Client in connection with the performance of the contract. The Contractor agrees that the individuals specified in this paragraph and involved in the performance will participate in the Client's security training at the Client's expense, without charging any additional fees, if the Client requires it.
13.7. The Contractor is obliged to cooperate at its own expense with any security audit or inspection conducted in the interest of the Client, as long as it is related to the framework agreement. Such audits shall not disrupt the Contractor's operations beyond a reasonable extent.
14. Anti-corruption provisions
14.1. The contractor agrees to fulfill the Client's obligation to comply with anti-corruption regulations. In this regard, it expressly states that it will not use the amount or any other compensation paid to it by the Client for illegal purposes – particularly for purposes that violate anti-corruption laws, that is, it will not directly or indirectly (by involving other contributors) give or promise an unlawful advantage (not exhaustively but including, for example: cash, discounts, overpayments, support, commissions, etc.) to a public official/entity or a private individual in order to assist the Client or persons acting on their behalf in acquiring or retaining business.
14.2. The contractor hereby declares that
§ its members, officers, owners, and employees are not public officials/entities,
§ it does not give unlawful advantages or offers related to unlawful advantages directly or indirectly (with the involvement of another person) to any public official/entity or private individual, for the purpose of influencing a decision of a public official/entity in favor of the Client, or to obtain such influence, and
§ in connection with this contract, it does not engage any subcontractor, consultant, contractor, or representative whose identity, reputation, and integrity have not been thoroughly documented and examined; and
§ in connection with this contract, it does not engage any subcontractor, consultant, contractor, or representative who does not comply with anti-corruption laws, and furthermore, it will immediately inform the Client in case of non-compliance with anti-corruption laws.
14.3. The contractor will cooperate reasonably with the Client.
§ In the event of any abuse regarding the contract, particularly concerning compliance with anti-corruption laws, which affects the Client and/or
§ In the event of a suspicion of corruption arising, of which any party becomes aware during the performance of the contract
14.4. The term "public functionary" includes the following persons:
§ any government, or any of its ministries, government bodies, authorities, or organizations assisting its work (legislative, administrative, and judicial bodies) its officials, employees, or workers, (ii) regional government bodies, local government officials, employees, or workers, (iii) officials, employees, or workers of international public organizations;
§ a person who acts on behalf of and for the benefit of a government or ministry, government body, authority, or organization assisting its work, regional government body, or international public organization in an official capacity or as a public functionary;
§ officials of political parties (or the political party itself);
§ candidates applying for the office of a public functionary;
§ officials of international organizations (e.g., the United Nations or the World Bank);
§ persons who have functional powers as officials but are not actually employed by the respective public functioning body;
§ consultants and special advisors of public functioning bodies or public functionaries; and
§ the officials and employees of companies and institutions in public ownership (including those operating on a business basis), including hospitals, healthcare facilities, and universities.
14.5. The term "public function authority" includes the following: central, or regional/local, state, governmental (including decentralized authorities operating under government supervision), municipal, or international, legislative, administrative, or judicial authority.
15. Statements of legal declarations
15.1. The parties jointly declare that under this framework agreement, they may send each other Individual Orders, Order confirmations/Order rejections electronically in accordance with the rules set forth in this section.
15.2. The parties agree that if the Individual Order, order confirmation/order rejection statements sent electronically in accordance with the communication rules are unsigned, the parties consider them valid legal declarations, provided they were sent from the electronic contact addresses specified in point 5 of the main text of this framework agreement. The sending of documents electronically must be verified by the party upon the request of the other party.
15.3. Unless otherwise specified in this framework agreement, all communication under this framework agreement shall be conducted in Hungarian through the contacts specified in point 5 of the main text of the framework agreement.
15.4. The parties may make statements related to performance to each other in electronic mail as specified in point 5 of the main text of the framework agreement. Neither party's contact person is authorized to sign a new contract, or a contract modification, or a declaration terminating the current framework agreement or individual order on behalf of the party. The parties undertake to notify each other of any changes in the contact persons within 5 working days with a duly signed statement. The party that fails to notify is responsible for any damages resulting from the failure.
15.5. Until the written communication is received, the previously designated contact person may make valid legal statements.
15.6. In the case of a paper-based written statement, the contracting parties agree that as long as they do not communicate a different delivery address to each other, they may validly make their statements to the previously communicated delivery address.
15.7. The recipient's registered office shall be considered the delivery address, regardless of whether this agreement contains a different delivery address.
15.8. The contracting parties also agree that any paper-based written statement shall be deemed communicated on the day when
§ it was handed over to the recipient by the other party in person, or
§ it was delivered to the delivery address by courier or postal service.
15.9. A statement sent to the delivery address shall also be considered delivered if it is returned to the sender with a label indicating "not sought," "refused receipt," "address not identifiable," "recipient unknown," "recipient has moved," "delivery obstructed," or other similar markings, provided that the delivery attempt was made by courier or postal service.
15.10. In the case of electronic written statements, until the Parties communicate a different delivery email address to each other, they may validly make their statements to the email address of their contacts.
15.11. The electronic delivery address according to the company register – regardless of whether this agreement contains a different delivery email address – shall be considered the accepted delivery email address according to this section 15.
15.12. The Parties acknowledge that any electronically based written statement shall be deemed communicated on the day when an automatic confirmation of delivery, or in the absence thereof, an explicit confirmation is received. If neither a confirmation nor a system message regarding the undeliverability of the communication is returned to the sending Party, then the statement shall be considered delivered on the third working day following the day of sending the statement until proven otherwise.
15.13. The Parties acknowledge that if a system message regarding the undeliverability of the communication is received from the contact email address, the communicating Party is obliged to send the statement to the delivery email address according to the company register.
15.14. The Parties further acknowledge that if an "out of office" message is received from the contact email address, the communicating Party is entitled to send the statement to the email address specified in the "out of
office" message, or to the delivery email address according to the company register.
15.15. If any communication is not received during the recipient's regular business hours, the communication shall be deemed received at the beginning of the recipient's regular business hours on the next working day.
16. Termination and cessation of the contract
16.1. Either party may terminate the framework agreement or any Individual Order affected by a breach of contract with immediate effect by written notice to the other party if:
§ the other party commits a serious breach of contract,
§ the other party repeatedly violates any provision of the framework agreement or Individual Order, despite being called in writing, by email, or by registered mail with a return receipt to remedy the breach within at least 10 working days.
16.2. A party is also entitled to immediate termination if the other party becomes insolvent, is placed under liquidation, or if a bankruptcy or liquidation procedure is initiated against it by a final court ruling.
16.3. The Client may terminate the framework agreement or the affected Individual Order with immediate effect, particularly but not exclusively, if the Contractor:
§ violates anti-corruption provisions,
§ breaches its confidentiality obligations,
§ the condition specified in the warranty statement is not fulfilled.
16.4. The termination of the framework agreement does not affect Individual Orders that were concluded but not yet fulfilled at the time of termination, and which were not simultaneously terminated with the framework agreement. The provisions of the framework agreement shall continue to apply to such outstanding Individual Orders unless the parties agree otherwise.
17. Prohibition of Assignment of Contract
17.1. The Parties may not transfer their rights and obligations arising from the framework agreement or any Individual order to a third party without the prior written consent of the other Party, except for the Contractor's affiliated company or the subcontractor, agent, or performance assistant engaged by the Contractor, for which the Contractor is liable as if it had acted itself.
18. Subcontractors
18.1. The Parties mutually and consistently acknowledge, and the Client expressly acknowledges, that the Contractor engages a collaborator, subcontractor, agent, or other performance assistant for its performance, for which it is liable as if it had performed the work itself.
19. Occupational Safety Regulations
19.1. In the performance of this framework agreement, the Contractor and all its subcontractors and collaborators are obliged to comply with Act XCIII of 1993 on occupational safety, other occupational safety regulations related to the services covered by the framework agreement, the Client's internal occupational safety regulations, and in the absence of these, to act in accordance with international best practices, performing their work in accordance with these provisions. At workplaces where employees employed by different employers are simultaneously engaged, the contractor is obliged to cooperate with the Client and other employers to coordinate the work so that it does not pose a danger to those working there and to those present within the scope of the work.
20. Amendment of the Contract
20.1. The framework agreement and the Individual Orders may only be amended in writing.
21. Validity Clause
21.1. The invalidity, nullity, or unenforceability of any provision of the framework agreement does not affect the validity of the entire framework agreement. In the event of such circumstances arising, the Client and the contractor are obliged to agree on a new provision that takes into account their mutual interests, closest to the invalid, null, or unenforceable provision.
22. Governing Law
22.1. Hungarian law shall govern the Framework Agreement and the Individual Orders.
23. Dispute Resolution
23.1. The Parties shall primarily attempt to resolve their disputes related to the contract amicably. In the event of failure, they agree to the exclusive jurisdiction of the court competent and having jurisdiction at the contractor's registered office, provided that this is permitted by law.
24. Entire Agreement Clause
24.1. The framework agreement, together with its annexes, constitutes and contains the parties' agreement regarding the establishment of the service and mandate relationship under this framework agreement. All previous agreements of the parties regarding the same subject matter shall cease to be valid upon the entry into force of this framework agreement.
24.2. Neither the customs agreed upon by the parties in their previous business relationship nor the practices developed between them shall become part of the framework agreement.
24.3. Furthermore, the widely known and regularly applied customs in the relevant business sector of similar contracts shall not become part of the content of the framework agreement, excluding the generally known and accepted professional quality expectations related to the contractor's activities.