I. Explanatory Notes
1. Details of Provider:
|Registered address:||Gateway Office Park, Tower 1, Floor 4., 2-6 Dunavirág St. Budapest, 1138|
|Tax number:||12012187-2-41, HU12012187|
|Trade Registry Number:||Company Registry Court of Budapest-Capital Regional Court, 01 09 367756|
|Account keeping bank:||OTP Bank Nyrt.|
|Bank account number:||11763055-49173884, HU 62 11763055-49173884-00000000, OTP HUHB|
the legal entity which orders and purchases international company register data from the Provider (hereinafter: Service). The details of the Customer are recorded and included in the details of Order Form during the ordering process.
3. Order Form:
Electronic document filled in online by the Customer, on which the Customer orders the Service from the Provider.
This Terms and Conditions and the Order Form together. The Contract is qualified as a written contract which is recorded by the Provider, and is available later for the Customer.
The Customer and/or the Provider or the Customer and Provider jointly.
II. Subject of the Contract
6. The Provider provides the Service online, via internet access in such a way that the location and time of the access is chosen individually by the Customer.
7. The Service is available on all calendar days in a 00:00-24:00 hour interval with the stipulation that the Provider guarantees an annual availability factor of 99% as of the availability of the Service.
8. The Provider – preferably following prior notification – may temporarily restrict the access due to maintenance and troubleshooting.
9. The Customer orders – by filling the online Order Form at the self-service web interface www.opten.eu – the Provider prepares the data (hereinafter: Database) ordered and paid under the Contract, and makes it available for the Customer for a contractor fee (hereinafter: Contractor Fee) via [electronic mail (hereinafter: e-mail)] The type and data content of the Service, the amount of the Contractor Fee and the method of the payment is included in the Order Form.
10. Depending on the Customer’s request the Provider provides the following Services:
a) Company Registry Database Service (hereinafter: Database)
i. the Service applies for the one-time order and service of the Database;
ii. the Service can be ordered exclusively online at the Homepage and it is served by the Provider exclusively online (via e-mail);
iii. the Provider provides in such a way that it sends a link pointing to the Database (xlsx file) ordered under the Service to the e-mail address specified by the Customer upon ordering which link is valid for 30 days.
b) Company Registry Report Service (hereinafter: Report)
i. the Service applies for the one-time order and service of the Report;
ii. the Service can be ordered exclusively online at the Homepage and it is served by the Provider exclusively online (via e-mail);
iii. the Provider provides in such a way that it sends a link pointing to the Report (pdf file) ordered under the Service to the e-mail address specified by the Customer upon ordering which link is valid for 30 days.
11. If the Customer reaches or exceeds the quantity of the database purchasable in an automatic form predefined by the Provider, then the Provider notifies the Customer who may request an individual proposal from the Provider via the indicated e-mail address email@example.com.
12. The Provider does not guarantee the actual and substantial data content of the company registry product delivered under the Service, and is not liable for it – or its possible omission – thus, with regard to it, the payment obligation of the Customer upon ordering the Service will still exist regardless to whether the company registry product delivered under the Service contains actual, substantial data or data deemed useful by the Customer.
III. Copyright protection
13. All rights related to the Database/Report and program on which the Service is based, all related written documents and all their copies belong to the Provider.
14. The Provider provides only the non-exclusive usage right to the Database/Report – under copyright protection – unlimited in time for the Customer as it is defined in the current GTC, therefore that and any data, information (including the entire Database/Report or its insignificant part) extracted from it can only be used by the Customer under the terms and conditions of the Contract for pursuing its own legal activity to the extent required and justifiable, under which it can perform the activities necessary for the legal access of the contents of the Database/Report and its normal use (retrieval, recycling), however, beyond the confines of this activity
a) it/they cannot be distributed (including: leasing; transfer of ownership; lending; a distribution with the transfer of the ownership; transferring for beneficial use, use, lease);
b) it is forbidden to copy, reuse the entire Database/Report or a significant part of it; furthermore, it is forbidden to copy even an insignificant part of the Database/Report repeatedly and regularly if it violates the normal use of the Database/Report or it is unduly against the Provider’s legitimate interests;
c) it is forbidden to pursue business activity identical or similar to that of the Provider, using even an insignificant part of the Database/Report (in particular, professional resale via large-volume identical or similar data copying, performing database service using data retrieved from the Database/Report, or professional disclosure of data beyond the extent required for the use);
d) it / they is/are forbidden to be used in such way that violates or risks the intellectual property, right or legitimate interest of the Provider.
IV. Fundamental rights and obligations of the parties
15. The Database/Report can be used legally by the Customer. The Customer expressly acknowledges that the rights acquired according to the Contract are not transferable.
16. From the point of view of the use of the Database/Report, any person being in employment relationship or other legal relationship for work engagement is considered a Customer and not a third party.
17. The Customer expressly acknowledges that the Provider as data source may only be named upon the Provider’s prior written consent.
18. The Customer expressly acknowledges that it is exclusively liable for the legitimate use (including in particular the use for the purpose of solicitation) of the data being part of the Database/Report, the Provider has no responsibility for it in any way.
19. The Customer remains under the obligation defined in this chapter without time limitation even following the termination of the Contract for any reason.
20. The Customer acknowledges that violating the provisions regarding use may entail consequences under civil and criminal law.
21. The Customer hereby makes a declaration on not being a consumer, i.e. not being a natural person.
22. Following the conclusion of the Contract (ordering of the Service), the Customer has no right of withdrawal.
V. Contractor fees and terms of payment
23. For the completion of the obligations included in the Contract, the Provider is entitled to a Contractor Fee defined in the Summary of the Order, which includes the consideration for the provision of the right to use.
24. The amount of the Contractor Fee depends in the number of records (data) and the data content ordered by the Customer.
25. The Customer may pay the Contractor Fee using the OTP SimplePay (www.simplepay.hu) or PayPal application or via bank transfer.
26. The Customer is to pay the Contractor Fee in a single amount, in case of using the OTP SimplePay (www.simplepay.hu) or PayPal application immediately after sending the Order Form, in case of paying via bank transfer within 5 (five) working days following the sending of the confirmation e-mail on the conclusion of the Contract. Upon failure of the payment in due time, the Provider gives a notice to the Customer for the full payment of the Contractor Fee. The Customer acknowledges that if it fails to complete or inadequately completes its payment obligation of the Contractor Fee upon the notice of the Provider, the Provider is entitled to the denial of the completion of the Contract and withdraw from the Contract without having to prove its lapse of interest.
27. The Provider issues only electronic invoice – in a maximum of 2 (two) business days following the successful payment by the Customer – only in English language. The Provider sends the invoice to the e-mail address specified by the Customer during the order. The Contractor Fee is considered paid when the Provider forwards to the Customer the e-invoice including the bank confirmation including the credit entry of the amount received.
28. In case the Customer choose to pay using the OTP SimplePay (www.simplepay.hu) or PayPal application the Provider sends the link to the ordered Database/Report simultaneously with the confirmation e-mail. In case the Customer choose to pay the Contract Fee via bank transfer the Provider sends the link to the ordered Database/Report via e-mail immediately, but within maximum 3 (three) days after the due performance of the Contract Fee.
29. The Provider warrants
a) that it manages the Database/Report and the data contained in it and transfers them legally for the Customer who is entitled to use the Database/Report under the Contract and the related legal provisions against payment of the Contractor Fee;
b) that there is no such right of any third person which may restrict, impede or exclude the Customer’s acquisition of rights under the Contract.
30. The Provider assembles the Database/Report from data from public, official or other sources (hereinafter jointly: Source), for the correctness, accuracy, completeness, authenticity and truthfulness of which the Provider excludes any and all responsibility, with respect to the fact that the Provider does not have any possibility of control regarding the data. With respect to the data, the Provider is liable only for that the data are completely identical to those appearing in the Source.
31. The Provider fully disclaims its responsibility for any damage arising from the illegitimate, non-contractual, abnormal or improper use of the Database/Report.
32. If the Customer violates any of the rules appertaining to use and due to this, damage incurs for the Provider, it shall compensate for the entire damage.
33. The Provider is liable for any damages to the Customer demonstrably occurring related to the Provider’s defaulting conduct, under which the Provider compensates for the damage demonstrably occurred at the Customer, however, the maximum amount of the compensation in total cannot exceed the 100% of the Contractor Fee relating to the Database/Report subject to the breach of contract.
34. In the possible case of Database/Report transferred free of charge, the Provider fully disclaims any liability relating to its defaulting conduct.
35. The above limitation of the Provider’s responsibility will not relieve the Provider of the responsibility for any breach of contract caused intentionally, damaging human life, physical integrity or health.
36. The Parties expressly acknowledge the provisions for limiting and excluding liability – particularly in the knowledge of the value of the Database/Report and the amount of the Contractor Fee – and accept them.
37. Any kind of information, briefing, request, etc. (together: Notice) between the parties shall be valid and effective in writing in Hungarian and/or English language.
38. The parties consider and accept the following as written communication: letter delivered via courier / in person / mail, fax, e-mail, data delivery through Website.
39. The parties agree that any Notice related to the amendment, termination of the Contract sent via electronic mail is considered written communication if it contains the digital signature of at least enhanced security of the representative of the respective party.
40. The Notice related to the amendment or termination of the Contract, sent via electronic mail by the Customer is considered written communication also if the Customer sent it from the e-mail address indicated by it on the Order Form or legally effectively entered subsequently.
41. The Notice – unless specified otherwise in the Terms and Conditions – is considered delivered according to the following:
a) in case of delivery with proof of receipt at the time of the delivery, in case of denied reception at its time;
b) in case of postal delivery as registered mail at the time of delivery, in case of denied reception at its time; if the delivery was unsuccessful due to the addressee’s failure to take the Notice, then the 5. (fifth) business day following the time of the attempted delivery;
c) in case of e-mail delivery, at the time of successful transmission indicated by the mailing system;
d) in case of transmission via the Website, at the time of the transmission of the Notice on the Website recorded by the web server.
42. The Customer shall immediately notify the Provider of any change occurred in its details made available during the ordering process. Until the proper Notice on the change, the Notice sent by the Provider based on earlier data is to be considered as properly received.
43. The parties shall cooperate with each other and shall notify one another if any impediments are likely to occur in the performance of any contractual obligation, unless the other party should have been aware of the impediment even without notification.
44. The party shall be liable for any damage resulting from the failed or delayed notification of the other party. The damage occurred at the other party due to delayed or failed Notice shall be compensated for by the party in default, the own damage of the party in default shall be borne by itself.
VIII. Customer Service
45. For the high-standard service of the subscribers’ needs, the Provider operates a customer service (hereinafter: Customer Service) in Hungarian and English. The English language communication is done in written form.
46. The Customer Service provides information on, among others, issues related to contracting, the Contract, the Service, the completion and invoicing, furthermore receives error reports.
47. The Customer Service is available at: firstname.lastname@example.org.
48. The Provider handles inquiries only in Hungarian and English and replies them only in the same languages; it will ignore any inquiry received in any other languages.
IX. The conclusion, entry into force, amendment and termination of the Contract
49. Following the sending of the electronic Order Form available at the Website to the Provider, the Provider sends back the confirmation e-mail immediately or within maximum 24 hours to the e-mail address specified by the Customer. The contract is deemed to be concluded by sending of the confirmation e-mail. The contract is made in English language. The Provider excludes any liability for confirmation if the confirmation is not received on time because the Customer entered an incorrect e-mail address during ordering, or in case the Customer is unable to receive messages due to a full mailbox, in case of internet, server, other technical trouble or for other reasons attributable to the Customer’s negligence.
50. With the conclusion of the Contract, the Customer accepts and acknowledges the Terms and Conditions and the fact that after the conclusion of the Contract the Customer is not entitled to the right of withdrawal or denunciation.
51. The Contract enters into force simultaneously with its conclusion.
52. The Provider reserves the right – according to the principle of contractual freedom – that for the protection of its business, economical, financial and other essential legal interests, deny the contracting with certain legal entities as customers.
53. The Contract will become completed and terminated with the full compliance to the obligations, regarding which the parties are not entitled to terminate the Contract with ordinary termination.
54. Those rights and obligations existing according to the Contract, which shall continue to exist due to their nature, with special regard to the provisions regarding intellectual creations and confidentiality, will remain in effect after the termination of the Contract.
55. The Parties may amend the contract – not including the cases described in part 55 – only upon mutual consent in writing, the validity of the amendment requires the consent of both contracting parties.
56. The Provider may amend the Contract unilaterally:
a) if it is justified by change in legislation / authority decision;
b) if it is justified by any change of the conditions of the Service.
The Provider notifies the Customer on the amendment with an announcement placed on the Website at least 30 (thirty) days before the amendment enters into force. The announcement contains the exact reference to the amended provisions of the Contract, the time of the entry into force, the availability of the amended Contract and the information on the rights applicable to the Customer due to the unilateral amendment. The announcement is considered delivered on the 5th (fifth) business day from its disclosure.
Notwithstanding the above, if the amendment does not prejudice the rights of the Customer and/or does not make its obligations more burdensome (for example the amendment is done for the expansion, the improvement of standard of the Service, making it more efficient or for the introduction of a new service, and in conjunction with this the Contractor Fee remains unchanged or is reduced, the amendment does not affect the conditions of the Service for the disadvantage of the Customer), Provider is not obliged to keep the 30 (thirty) days of notification deadline; in other cases the Provider proceeds in accordance with the above.
If the amendment does prejudice the rights of the Customer and/or does make its obligations more burdensome and the Customer does not wish to accept the amendment, it is entitled to cancel the Contract without legal consequences for the day preceding the entry into force of the amendment, within 15 (fifteen) days from the delivery of the announcement. If the termination is not done within the above deadline, it is considered as a legal declaration on the acceptance of the unilateral amendment of the Contract.
57. The Contract is terminated if
a) either party ceases to exist/dies without legal successor;
b) it is terminated by the parties by mutual consent;
c) the completion becomes impossible;
d) it is terminated with immediate effect by either party.
58. Either party is entitled to terminate the Contract with immediate effect by giving a written notice to the other party if the other party demonstrably commits
a) intentional material breach of contract / violation of legislation;
b) breach of contract or violation of legislation and despite the written notice received on this fact, does not immediately cease to continue the activity violating the contract or legislation or commits it again, or does not remediate the consequences of its conduct immediately or not later than the extended deadline specified in the written notice.
59. It is considered material breach of contract in particular – but not exclusively – the violation of the provisions for use and if the debt is not settled until the extended deadline.
60. In case of violation of Parts 14.,15. and 17. of the Contract, the Customer shall pay a penalty of 2.000 euro (two thousand euro) for each violation to the Provider.
X. Data processing
61. With the submittal of the order, the Customer declares to be in full knowledge of the Provider’s privacy notice and accepts to be bound by it.
62. The Provider (may) process the Customer’s data relating to contracting, the Contract, the completion, the invoicing, issues relating to claim enforcement, complaint handling and sending business offers.
63. The Provider processes the data made available for it during the completion of the Contract for the purpose of completion confidentially without time limitation.
64. The Provider, during its data processing, acts upon Act CXII of 2011 on the Right of Informational Self-Determination and on Freedom of Information (hereinafter: Infotv.), the Civil Code, other applicable legislation and the rules applicable to the data processing available at the Website.
65. One of the parties (hereinafter: Receiving Party), in connection with the completion of the Contract, accesses/may access data, information (hereinafter jointly: Business Secret) confidential for the other party (hereinafter: Authorised Party).
66. As for the Contract, a qualified Business Secret is any fact, information, other data and summary generated from them (including in particular but not limited to: the contents of the Contract, in case of database addition, any information regarding finances, economic, business, legal, business activity, administration of finances, development, plans (hereinafter: Database Addition) provided for the Provider by the Customer) related to the economic activities of either party, the acquisition, use, disclosure to third party or to the public of which would violate or risk the Authorised Party’s legitimate financial, economical or marketing interest, provided that, regarding the safekeeping of the secret, the Authorised Party lawfully within its disposal is not culpable.
67. The Receiving Party makes a commitment that it will use any Business Secret which has come to its notice exclusively according to the Contract, to the extent defined and approved in advance by the Authorised Party and exclusively for the completion of the Contract and makes it available for third person only to the necessary and adequate extent, lawfully and upon the prior written consent of the Authorised Party or according to legal rule. The Receiving Party acknowledges and agrees that the disclosure of the Authorised Party’s Business Secret will not transfer any license, permission or right to the Receiving Party.
68. The Business Secret shall be kept secret by the Receiving Party, it is forbidden to be used in any way that may violate the interests of the Authorised Party.
69. The Receiving Party acknowledges that the obligation of confidentiality under the Contract shall cover any other person who it involves into the completion under the Contract, for which person’s conduct it is responsible.
70. The Receiving Party expressly acknowledges that it is bound by the obligation of confidentiality without time limitation unless stated otherwise by a binding legal rule.
71. The Receiving Party, upon the violation of its obligation of confidentiality, bears full financial responsibility according to the rules of the Civil Law towards the Authorised Party.
XII. Governing law, settlement of legal disputes
72. The Agreement shall be governed by Hungarian legislation. Issues not regulated in the Contract shall be governed by the applicable provisions of the Civil Code and the Act LXXVI of 1999 on Copyright (Szjt.).
73. Parties shall, at all times, endeavour to settle any disputes arising from the Contract trough direct negotiation. In such case where the negotiations fail to come to a result and according to the applicable legal acts, for the settlement of the legal dispute of the Parties, the Pest Central District Court, the Buda Central District Court, the Budapest-Capital Regional Court or the Budapest Environs Regional Court is not competent, then the Parties stipulate the exclusive competence of the Budapest Municipal Court of District IV and XV and/or the Court of Székesfehérvár, depending on the subject of the lawsuit or on the value of the matter in dispute.
XIII. Other provisions
74. The Terms and Conditions enter into force on the day 22. 03. of 2021 and is effective until a new terms and conditions enters into force replacing the Terms and Conditions. The Terms and Conditions are to be applied to the Contracts concluded after their entry into force.
75. The Provider provides the continuous availability of full text of the actual effective, former and – if it is accepted – future Terms and Conditions at the Website.
76. The Provider notifies the Customer on the amendment of the Terms and Conditions with an announcement placed on the Website at least 30 (thirty) days before the amendment enters into force. The announcement contains the exact reference to the amended conditions of the Service, the time of the entry into force, the availability of the amended Contract and the information on the rights applicable to the Customer due to the unilateral amendment. The announcement is considered delivered on the 5th (fifth) business day from its disclosure.
77. The Customer, with the signature of the Contract, gives consent to the use of its name as a reference.
78. Upon the entry of the Contract into force, any written or spoken agreement possibly having been concluded under the subject of the Contract; all customs in the exercise of which the parties may have agreed upon and any practices established between them formerly, will cease to be effective and in their legal relationship the contents of the Contract shall apply which contains the full agreement upon every issue of the parties deemed by them essential; with that the customs applied in the business unit covered by the Contract will be part of the Contract only to such extent that the Contract explicitly provides for.
79. If either party does not insist in one or more cases on the strict compliance to the conditions of the Contract and/or on the exercise of any right, legal remedy or choice defined in the Contract or on the enforcement of a claim, it does not mean that it will resign from the future compliance to the same condition or future exercise of the same right, legal remedy or choice, and/or waive from the claim. Any waiver of rights resulting from or relating to the Contract shall be valid only by express written declaration.
80. In case of the invalidity of any provision of the Contract, the legal consequences of the invalidity shall be applied to that very provision, the invalidity shall not affect the other parts of the Contract. The invalid part is automatically replaced with the effective legal provisions, provided that the parties would have concluded the Contract even without the invalid part.
81. The Customer, upon concluding the Contract, shall declare that
a) it had known and expressly accept the provisions of the Contract and the Terms and Conditions prior to the conclusion of the Contract;
b) the Provider had expressly informed it on any provisions different from the legislation, the customary contractual practice and – if there had been a contractual relationship between the Parties – the conditions formerly applicable between the parties and considers this information adequate, learned, acknowledged and expressly accepts all these provisions; moreover
c) considers the Contract effectively concluded together with all these provisions.
OPTEN Informatikai Korlátolt Felelősségű Társaság