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Entrepeneur 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 Entrepreneur – or collectively, the Parties (hereinafter “Parties”) –, with the following conditions.

 

1. Goal

The Terms contain the standard conditions of the cooperation between Agency and his Entrepreneurs. Its goal is to provide a definite and unequivocal basis for the business relationship between Agency and Entrepreneurs, 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 Entrepreneur and Agency. Entrepreneur 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 customer 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).

Entrepreneur: A natural person with Hungarian or foreign citizenship, or a legal entity, an unincorporated business or other organisation registered in Hungary or abroad, who provides Agency an outcome reachable by work.

Customer: Any person, legal entity, unincorporated business or other organisation who orders a labour from in his own name from Agency.

Labour: The subject of the legal relationship between Entrepreneur and Agency, which produces an outcome, and which is performed by Entrepreneur for Agency, 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 Agency for Entrepreneur's labour.

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

Contact: The contact is the person appointed by Entrepreneur and Agency for administration, and who is introduced either in writing or even verbally as the Entrepreneur'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 Agency sent to Entrepreneur in email (possibly as an attached file) or by fax.

Price quote: Entrepreneur's response to Agency's price quote request, containing the main characteristics of the labour to be performed, e.g. paper type, quantity, business fee.

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

 

3. Subject of Terms, content of usage, property rights

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

With this contract, Entrepreneur gives permission for the usage, modification, adaptation of the work he provided, and transfers his right to use. By transferring property rights, Entrepreneur provides Agency an exclusive right to use the work, thus Entrepreneur can neither provide the right to use to any third parties, nor can he use the work himself. The right to use is transferred for an indefinite period of time. Agency has the right to utilise all known ways of usage to an unlimited extent.

Agency considers all materials created partially or entirely by Entrepreneur based on Agency's order as Agency's own reference. Agency reserves the right to show his references to those interested in any place, at any time.

 

4. Disclosure

Entrepreneur has to accept the Terms at the conclusion of the contract. Entrepreneur'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 Entrepreneur, Entrepreneur again accepts the Terms. Entrepreneur 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

Agency submits a written price quote request to Entrepreneur for planning, creating, modifying or repairing a Work (which may include advertising design) or other outcome reachable by labour. The price quote contains the main characteristics of the labour, e.g. quantity, quality, number of items, resolution, deadline, reference to these Terms. Entrepreneur gives a price quote within the specified time period, in which Entrepreneur defines the deadline and the business fee of the labour. Agency sends Entrepreneur a response letter/order indicating the acceptance of the price quote. The contract is concluded by Entrepreneur accepting the price quote and sending the order.

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

Entrepreneur creates the quote on the basis of Agency's price quote request. The quote necessarily has to contain specific workflows, a price and the deadline. Entrepreneur has 2 days for altering the price quote Agency had accepted. After that time, Agency considers Entrepreneur's price quote to be final, Entrepreneur cannot alter it later.  Entrepreneur is obliged to fulfil the undertakings in the price quote – even if with the help of subcontractors –, otherwise Agency can claim a compensation for the damages.

 

7. Agency's rights and obligations

Agency 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 Entrepreneur alters the business fee set in the price quote after the acceptance of the price quote;

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

d. Agency may occasionally use Work created by Entrepreneur for advertising or packaging purposes. Agency shows such intentions by a declaration to Entrepreneur.

Agency is obliged to:

a. transfer all the necessary information – if necessary, materials – to the Entrepreneur 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 Entrepreneur about any circumstance which could endanger or impede the success of the labour or meeting the deadline;

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

Agency responsibility:

Agency has to compensate the damage resulting from failing to give a notice necessary to perform the labour. However, Agency is not liable for damages that occurred due to Entrepreneur not complying to the Terms or delivering late on them.

Agency assumes no responsibility for the delay due to technical failures of Entrepreneur's computers, mobile network failures or failures of the internet.

 

8. Entrepreneur's rights and obligations

Entrepreneur has the right to:

a. apply subcontractors;

b. claim a business fee;

c. request consultation with Agency in working hours if it is necessary for performing the labour.

Entrepreneur is obliged to:

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

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

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

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

Entrepreneur's responsibility

Entrepreneur is responsible for the labour of his subcontractors as if it were his own act.

Entrepreneur 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.

Entrepreneur is obliged to reimburse 50% of the business fee to Agency if Entrepreneur modifies the business fee in a way that is disadvantageous to Agency within 24 hours after acceptance.

Changes in Entrepreneur's data

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

 

9. Cooperation and information

Entrepreneur and Agency 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 Entrepreneur/Agency, with Entrepreneur's/Agency's consent.

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

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

 

10.  Deadlines, deliveries, defective performance

Entrepreneur undertakes to transfer the Work to the address given by Agency within the deadline and for the business fee set in the price quote. Should Entrepreneur perform defectively, he is obliged to pay a penalty to Agency. The amount of penalty is twice the amount of the price set in the price quote for the labour performed, or to be performed. Entrepreneur's incomplete performance (may it be even a minimal shortage of one piece) is weighed the same as if the full quantity were missing.

 

11. Business fee

Entrepreneur is entitled to a business fee if he performed the ordered Labour, and transferred the full quantity set in the price quote request, in accordance with the expected quality criteria. Agency is obliged to pay within 45 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.

Entrepreneur's unforeseen costs can be reimbursed only if Agency has accepted or confirmed them.

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

 

12. Termination of the contract

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

 

13. 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 Agency:

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

c. Agency does not pay the business fee;

d. Entrepreneur 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.

Breach of contract by Entrepreneur:

a. Entrepreneur performs Labour beyond the deadline;

b. Entrepreneur significantly changes the business fee 48 hours after it has been accepted;

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

 

14. Indication of name

Entrepreneur declares that he does not have a demand of indicating his name on the Work he transfers. Should the creator of the Work be not him or not only him, he guarantees that the author, or the other authors, have made a similar declaration.

 

15. Warranty

Entrepreneur declares that he as the primary subject of copyrights on the Work, owns all the necessary copyrights required for usage, and that he is free to sell them to Agency. Related to the usage, Entrepreneur has unconditional liability for compensating demands that may arise. If a third party holds a demand or right related to the Work transferred by Agency to Entrepreneur, Entrepreneur has unconditional liability in any cases related to compensation or copyright demands, and he undertakes to compensate Agency's related damages.

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. Accordingly, Entrepreneur commits himself to immediately notifying and informing Agency in writing if he has or receives knowledge on infringing any of the legislative or ethical provisions mentioned above, or the danger of such an event. Agency undertakes to provide Entrepreneur all necessary information which contains internal professional, ethical or procedural regulations and expectations of Agency's company.

 

16. 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, or confirmed the acceptance in email. 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.

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

 

17. Privacy

Entrepreneur 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).

 

18. 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, Entrepreneur is obliged to ensure that all of his staff members, external suppliers and subcontractors 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, external suppliers and subcontractors not competent in the specific case. Entrepreneur also undertakes 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.

 

19. 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.

 

20. Miscellaneous and closing provisions

Agency and Entrepreneur 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.