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Customer Terms and Conditions

 

 

Standard Terms and Conditions

(hereinafter “Terms”)

 

This is a legal agreement between Synra Reklámügynökség Kft. (seating at Gül baba u. 21., H-1023 Budapest, Hungary; company registration number 01-09-971404; hereinafter “Agency”) and Customer (see below) – or collectively, the Parties (hereinafter “Parties”) –, with the following conditions.

 

1. Goal

The Terms contain the standard conditions of the cooperation between Agency and Customer. Its goal is to provide a definite and unequivocal basis for the business relationship between Agency and Customers, and to be a normative source for all issues not covered by the mandatory provisions of the legislation, nor by the agreement between the Parties. The Terms always form part of the contract between Customer and Agency. Customer and Agency may deviate from the provisions of the Terms by a mutual agreement. The detailed descriptions of the individual cooperations or labours are included in the tender document.

 

2. Definitions

Agency: Synra Reklámügynökség (seating at Gül baba u. 21., H-1023 Budapest, Hungary; tax number  23561207-2-41; company registration number 01-09-971404; email: info@synra.hu; website: www.synra.hu), who provides Customer an outcome reachable by work.

Customer: A natural person with Hungarian or foreign citizenship, or a legal entity, an unincorporated business or other organisation registered in Hungary or abroad.

Labour: The subject of the legal relationship between Customer and Agency, which produces an outcome, and which is performed by Agency for Customer, for a business fee.

Work: Any image, design, layout, label or slogan, which are protected by copyright under Act LXXVI of 1999 (hereinafter “Act on Copyright”).

Business fee: The financial benefit paid by Customer for Agency's labour.

Contract: The agreement between Customer and Agency established by Customer accepting Agency's price quote. The acceptance is performed in writing, on paper or via email. The contract mentioned in these Terms is the agreement between Customer and Agency, and these Standard Terms and Conditions form an integral part of it.

Contact: The contact is the person appointed by Customer and Agency for administration, and who is introduced either in writing or even verbally as the Customer's or Agency's contact.

Working hours: The time between 09:00 and 18:00 on working days. The Agency's opening hours.

Order: A document of Customer sent to Agency in email (possibly as an attached file) or by fax, aimed at performing a labour.

Price quote: Agency's response to Customer's price quote request, containing the main characteristics of the labour to be performed, e.g. image size, format, quantity, business fee, deadline, parameters.

Unforeseen costs: Expenses incurred during the labour which cannot be foreseen by Agency in spite of all the care taken.

 

3. Subject

In accordance with the criteria set by Customer in the price quote request, Agency – within the deadline – plans and creates (by means of artwork, photo shooting, web design, print-ready materials and printing materials etc.) the image, design, label, slogan, print product etc. (hereinafter “work”) defined in the price quote.

Agency considers all materials he creates based on Customer's order as his own reference. Agency reserves the right to show his references to those interested in any place, at any time.

 

4. Disclosure

Customer has to accept the Terms at the conclusion of the contract. Customer's acceptance is a prerequisite for the contract to enter into force. If Agency alters the Terms, he has to announce that on his website. On a repeated occasion of working with Customer, Customer again accepts the Terms. Customer also acknowledges that Agency may unilaterally alter the Terms time to time.

 

5. Entry into force

The Terms and its alterations in effect enter into force at their time of disclosure. The Terms remain in force as long as Agency does not disclose the new Terms on his website.

 

6. Conclusion of the contract

Customer submits a written price quote request to Agency for planning or creating a Work (which may include advertising design or promotional material) or other outcome reachable by labour. Agency's price quote contains the main characteristics of the labour, e.g. quantity, quality, number of items, resolution, deadline, reference to these Terms. Agency gives a price quote based on Customer's expectations, in which the Agency defines the deadline and the business fee of the labour. Customer sends Agency a response letter/order indicating the acceptance of the price quote. The contract is concluded by Customer accepting the price quote and sending the order. These Terms form an integral part of the contract.

Agency provides the opportunity for Customer to read the Terms before the contract is concluded between the Parties. Agency gives or sends the Terms to Customer together with the first price quote, or informs Customer that the Terms can be downloaded from the address http://synra.hu/altalanos-szerzodesi-feltetelek.

Agency creates the quote on the basis of Customer's price quote request. The quote necessarily has to contain specific workflows, a price quote and the deadline. 2 days after the acceptance of Agency's quote, Agency considers Customer's order to be final; if the order is later altered, Customer is obliged to reimburse Agency's those investments which will have became unnecessary.

 

7. Customer's rights and obligations

Customer has the right to:

a. give instructions related to performing the labour, however this right cannot be extended to the organisation of the labour;

b. withdraw from the contract if the labour differs significantly from the criteria in the price quote, especially if Agency alters the business fee set in the price quote after the acceptance of the price quote;

c. check if Agency performs the labour in accordance with the price quote.

Customer is obliged to:

a. transfer all the necessary information – if necessary, materials – to the Agency when ordering the labour.

b. ensure that no third party can enforce any legal claim on the transferred raw materials which could impede the performance of the labour;

c. pay the business fee set in the price quote;

d. immediately notify Agency about any circumstance which could endanger or impede the success of the labour or meeting the deadline;

e. Customer and/or his legal successor has to immediately notify Agency if a change of any kind occurs in Customer's legal status or his management during the time of the contractual relationship. Customer has to compensate the damage resulting from failing to notify.

Customer's responsibility:

a. Customer has to compensate the damage resulting from failing to give a notice necessary to perform the labour.

b. Customer has to reimburse Agency's additional costs resulting from Customer's request to alter after 2 days of accepting Agency's price quote.

 

8. Agency's rights and obligations

Agency has the right to:

a. apply subcontractors;

b. claim a business fee;

c. request consultation with Customer if it is necessary for performing the labour.

Agency is obliged to:

a. perform the labour on time and in accordance with the quality criteria set in the price quote;

b. immediately notify Customer about any circumstance which could endanger or impede the success of the labour or meeting the deadline;

c. Agency and/or his legal successor has to immediately notify Customer if a change of any kind occurs in Agency's legal status or his management during the time of the contractual relationship. Agency has to compensate the damage resulting from this misconduct;

d. related to his damage prevention and compensation obligations, he has to immediately notify Customer if Agency detected that his labour had not been performed or had not been sufficiently performed. If Agency fails to notify or the notification is late, Customer cannot be held liable for the damages that may arise and/or the costs affecting Agency.

Agency's responsibility:

a. Agency is responsible for the labour of his subcontractors as if it were his own act;

b. Agency is solely responsible for not infringing the rights (e.g. copyright) of other parties with the work (images, texts, soundtracks) he provides. In doing so, he has to guarantee the quality and the content of the provided work;

c. Agency is not liable for damages that occurred due to Customer not complying to the Terms or delivering late on them;

d. Agency assumes no responsibility for the late notification of Customer due to technical failures of Agency's computers, mobile network failures or failures of the internet.

Changes in Customer's data

Customer has to immediately announce changes in his data to Agency. Agency assumes no responsibility for damages arising from Customer failing to immediately announce changes in his data, but may demand compensation for these damages from Customer.

 

9. Performance of the contract: cooperation, information and storage

The Parties are obliged to cooperate during the contractual relationship originating from the contract. To this end, they are obliged to immediately inform each other on facts, circumstances and changes relevant to the service.

Information communicated to Contact are in force as long as it is not withdrawn in writing. The act of Contact and the negotiations with that person are to be considered as Contact acting in the name of Customer/Agency, with Customer's/Agency's consent.

For fast and smooth labour, Agency does not check the veracity of emails and faxes arriving from Customer. Information received to Agency are considered genuine by Agency's staff, their veracity is not checked.

The Parties have to transfer all data and information to each other which are necessary for the performance of the contract.

Agency transfers the ordered quantity – on a mutually agreed date and time – to Customer after the performance of the Labour. Agency declares that after the transfer, he does not store raw materials (e.g. special, creative paper), finished products or printing plates, stamping blanks, clichés, models etc. required for printing or implementing the product, neither in Agency's headquarters nor in his premises. Agency likewise does not store or archive the digital background (logo designs, artwork, images, layout materials etc.) of the Order after transferring the Work. If Customer indicates his specific need for storage or archiving, Agency gives a separate quote on that.

Agency counts the deadline from the time Customer transfers the necessary materials to perform the Labour.

Work altered after delivery extends the deadline, and – in case of printing tasks – may result in the need for re-manufacturing the printing plates. In this case, Agency passes on the cost of re-manufacturing the printing plates to Customer. If Customer specifically requests that in case of his delay or his request to alter, Agency still has to meet the original deadline, Agency does not assume responsibility for the quality deterioration due to the shorter time for producing the Work. In case of quality deterioration occurring from such requests, Customer is obliged to pay the entire business fee when he exercises his right to withdrawal.

 

10. Business fee

Agency is entitled to a business fee if he performed the ordered Labour, and transferred the full quantity set in the price quote, in accordance with the expected quality criteria. Customer is obliged to pay within 30 days after receiving the bill if the content of the bill is acceptable. If the bill contains erroneous data (e.g. wrong company name or premises; indication of a Work not ordered or transferred, or in an overstated quantity; or a business fee different to the one set in the price quote), the payment deadline is counted from the receipt of the bill with an acceptable content.

In case Customer is paying late, Agency charges 2% of the daily rate of the business fee as a late payment penalty.

The official language of Agency is Hungarian. Agency does not assume responsibility for damages occurring from misunderstanding notifications sent in other languages.

 

11. Termination of the contract

The contract terminates if Agency transferred the Work, and Customer accepted it and paid the business fee.

 

12. Cancellation of the contract without notice

In case of cancellation without notice, Parties can cancel the contract with immediate effect, and may demand compensation for the damage occurring from the cancellation.

Breach of contract by Customer:

a. Customer renders performance of Labour impossible; in doing so, withholding necessary information or materials;

b. Customer changes parameters of the ordered Labour 2 days after accepting the price quote;

c. Customer does not pay the business fee;

d. Agency can cancel the contract with immediate effect, and may demand compensation for his damage if Customer becomes subject to a liquidation proceeding, final settlement, bankruptcy proceeding or enforcement procedure.

Breach of contract by Agency:

a. Agency performs Labour beyond the deadline;

b. Agency significantly changes the business fee 24 hours after it has been accepted;

c. Customer can cancel the contract with immediate effect, and may demand compensation for his damage if Agency becomes subject to a liquidation proceeding, final settlement, bankruptcy proceeding or enforcement procedure.

 

13. Indication of name

Agency declares his demand of indicating his name on the Work he transfers.

 

14. Warranty

Agency declares that he as the primary subject of copyrights on the Work, owns all the necessary copyrights required for usage. If a third party holds a demand or right related to the Work transferred by Agency to Customer, Customer has unconditional liability in any cases related to compensation or copyright demands.

Agency assumes responsibility that plans and materials made by him correspond to his best expert knowledge, and that they do not infringe any legislation or other order of authority or municipality, or voluntary advertising standards or codes of ethics.

 

15. Contract amendment and entirety

The alteration or amendment of this contract enters into force after it has been put in writing and been signed by an appropriately authorised representative of each party. Should any part of this contract become inoperative or invalid, this does not affect the validity of the entire contract, and the Parties have to replace the invalid provision with a valid provision most appropriately reflecting their original intent in its content.

Agency may alter his price quote – if Customer has accepted it and thus the contract has come into existence – only with Customer's consent. Agency may claim additional fees and unforeseen costs not included in the price quote only if Customer has accepted the alteration.

 

16. Privacy

Customer is obliged to manage information and data related to the Work and the Agency coming to his knowledge confidentially, in accordance with the legislative provisions in effect. He cannot transfer or make publicly available such data (except in the cases of express legislative provisions).

 

17. Confidentiality

The Parties are obliged to manage and keep business information and data related to the other party coming to their knowledge during their cooperation based on this contract confidentially. The Parties' responsibility arising from their obligation of confidentiality persists while the contract is in force and for a further 5 years after.

Furthermore, the Parties are obliged to ensure that all of their staff members receive only the necessary amount of information for their specific tasks, and that they assume the same obligation of confidentiality to third parties, involving staff members not competent in the specific case. The Parties also undertake to store and guard all such information and data in a secure location, and do not make them available to unauthorised third parties.

The Parties declare that in accordance with a fair business relationship, they do not contact the each other's partners in order to double-cross the other party. The Parties undertake that they immediately notify each other if the other's partner contacts them with the intention of circumventing.

If the Parties notwithstanding contact each other's partners in order to double-cross the other party, they are obliged to pay three times the amount of the business fee as a penalty.

 

18. Governing law and competent jurisdiction

This contract is governed by Hungarian Law, with the Act No. IV of 1959 on the Civil Code of the Republic of Hungary and the Act on Copyright being the normative legislation in issues which are not specifically regulated.

In any case of dispute, the Parties hereby submit to the exclusive jurisdiction of Pest Central District Court and, depending on the value of the task and exclusive competency, the Metropolitan Court of Budapest.

 

19. Miscellaneous and closing provisions

Agency and Customer aim for that in their cooperation, they settle their legal disputes occurring from their relationship with respect to each other's interests at all time, without going through legal channels.