Service Provider Agreement for the provision of Electronic Invoice and Electronic Payment Services

Entered into by and between on the one hand

as service provider (hereinafter: Service Provider), ,

and on the other hand, the issuer of the invoice (hereinafter: Invoice issuer) /hereinafter jointly: Contracting Parties/

with the following conditions.

1. Subject of the Agreement
   
   The Service Provider declares that they operate an electronic invoice and electronic payment system (hereinafter referred to as e-invoice service).
   The e-invoice service is an electronic service where the registered e-invoice recipient user (hereinafter referred to as the "Customer") can view the authentic electronic invoice addressed to the Customer issued by the issuer of their choice. The invoice is published by the company already as an invoice issuer on the Service Provider's website created for the provision of the e-invoice service (previously and hereinafter referred to as the “Invoice issuer”). The Customer may pay the invoice through financial institutions that have concluded cooperation agreements with the Service Provider in relation to the einvoice service.
   The Agreement contains the contractual terms and conditions for the use of the e-invoice service provided by the Service Provider, the rights and obligations arising between the contracting parties during the use of the e-invoice service.
   
   Services provided by the Service Provider
1. The Service Provider shall place their advanced electronic signature in accordance with the Act on Electronic Signatures (Act XXXV of 2001) on the electronic invoice issued by the Invoice issuer and produced in electronic format (xml) in accordance with the applicable legal requirements or on the electronic invoice produced by the Service Provider in electronic format (xml) from the invoice data file provided by the Invoice issuer and shall ensure that the e-invoice is time-stamped (previously and hereinafter referred to as: e-invoice). The Invoice issuer acknowledges that the unmodified version of the digitally signed e-invoice with a time stamp and stored on the Service Provider's servers is an original invoice, and that the e-invoice printed on paper is not an authentic invoice and does not qualify as a copy.
   
2. The Service Provider shall provide the Customer with a secure Internet interface for viewing and managing einvoices and paying them electronically.
   
3. The Invoice issuer declares that the Customer has access to the Internet and a functioning e-mail account, as well as an IT system (operating system and browser software) that allows the viewing of web pages and e-invoices.
   
4. The Service Provider shall make the e-invoice available to the Customer on the e-invoice service's website, and at the same time, if the Customer expressly requests this by using the relevant option, the Service Provider shall notify the Customer by e-mail without delay if an invoice has been received from the Invoice issuer, and shall ensure that the Customer can view and pay the e-invoice after logging in to the e-invoice service's website with their username and password. If the Invoice issuer attaches a breakdown of the consumption or other attachments to the e-invoice, it may be downloaded by the Customer in the manner and format specified by the Invoice issuer.
   
5. The Service Provider shall ensure that the Customer may view, manage and pay the e-invoices through the financial institutions cooperating with the Service Provider at any time from the date of the invoice during the limitation period specified by the applicable laws, taking into account the annual availability period specified in the GTC, until the termination of the legal relationship for the e-invoice services, but no longer than until the invoices have been saved in a new storage location (for a maximum of two months from the date of termination), provided that the e-invoice is stored in accordance with the applicable law.
   
6. The Service Provider shall, in accordance with the terms of their separate agreement with the financial institution that is a partner in the e-invoice service, allow the Customer to pay the e-invoice directly by credit card through the Internet banking platform of such bank, using the service provided by a financial institution that is a partner of the Service Provider.
   
7. As regards the Customers using the e-invoice service, the Invoice issuer shall continue to manage the collection and handling of complaints related to invoices and other issues in connection to the sale of goods and provision of services on which the e-invoice is based. The Service Provider shall immediately forward any complaints received by it concerning an invoice or service to the Invoice issuer. The parties exclude the liability of the Invoice issuer for any damages resulting from the failure of or the delay of the forwarding.
   
8. The Service Provider shall operate an on-line customer service capable of responding to requests for technical and other information concerning the e-invoice service, as well as for the handling of complaints of this nature, no later than the next working day.
   The Service Provider shall ensure that the electronic invoice is stored in accordance with the Act XCII of 2003 on the Rules of Taxation for a period of 8 years following the year in question during the statute of limitations period from the date of the invoice, until the invoices are saved to a new storage location at the time of termination of the legal relationship for the e-invoice service (but not longer than 2 months from this date). In the event of termination of the Agreement, Service Provider shall ensure that the invoice remains available until it is transferred to a new storage location (but for a maximum of 2 months after termination). Thereafter, the invoices shall be promptly delivered to the Invoice issuer on an electronic medium.
   
   
2. Terms of using the e-invoice service
   
1. The home page of E-Invoice can be browsed freely. The Customer may not register for the e-invoice service. The registration of the Customer is initiated by an Invoice issuer who has a contractual relationship with the Service Provider and who already has a contractual relationship with the Customer.
   
2. The Service Provider declares that the safe keeping of the password and username, as well as the provision and maintenance of an up-to-date e-mail address suitable for notifying the Customer, is in the Customer's interest and the Service Provider shall not be liable for any damages resulting from failure to do so. The Service Provider will ask the Customer to change their password at least once every 3 (three) months.
   
3. The e-invoice service provided for in this Agreement is available at www.e-szamla.hu.
   
4. Customers who are already registered may also notify other Invoice issuers who have a contractual relationship with the Service Provider about the use of the e-invoice service for their own invoices
   
5. The Service Provider shall provide the e-invoice service to the Customer free of charge.
   
6. The Customer may change their personal data with the Invoice issuer. The Invoice issuer shall inform the Service Provider of any changes to the data that the Service Provider also keeps record of regarding the Customer. The username may not be changed.
   
7. The Service Provider is not entitled to modify the legal relationship between the Customer and the Invoice issuer. The account form used between the Invoice issuer and the Customer and any modification thereof shall be governed by the rules of the legal relationship between them.
   
   
3. Modification or termination of the legal relationship
   
1. The present Agreement is concluded for an indefinite term and may be terminated by either party by giving written notice. The notice period is 30 (thirty) days.
   
   
4. Processing of the personal data, account data and banking secrecy
   
1. The Service Provider shall be entitled to store, process and use the personal data provided by the Customer in connection with the e-invoice service.
   
2. The Service Provider shall respect and protect the Customer's personal data, which shall be treated confidentially. The Service Provider may only access the data transmitted via their network to the extent necessary for the provision of the e-invoice service. If the Service Provider becomes aware of any information or other personal data in the course of providing the e-invoice service, they may not disclose the content of such communication or other personal data to any other person. At the same time, the Customer shall be warned that the e-invoice system may contain links or connections to websites that are not operated by the Service Provider, and the data protection provisions of these websites may differ from the data protection provisions of the e-invoice service. The Service Provider shall be obligated to protect the Customer's personal data, particularly against unauthorized access, alteration, disclosure, deletion, damage, destruction, and Customer’s other data against deletion, damage, destruction
   
3. In particular, the Service Provider shall be entitled to transfer the personal data provided by the Customer to the Invoice issuer of their choice and/or to the financial institutions used for the electronic payment of the e-invoice, to process the data transferred from the Invoice issuers for processing, to notify the Customers of the launch of new services. Except as provided for in this Agreement, the Service Provider will not use the Customer's personal data without the Customer's consent, nor will it allow anyone else to use it, unless required so by law, court order or other regulation by authorities. The data and log files recorded by the servers operating the service may be used only in the event of a dispute in a non-anonymised manner by the Service Provider, the Customer, the Invoice issuer or any other party concerned. The Service Provider shall inform the Customer about this and obtain a statement thereof during registration by accepting the GTC.
   
4. The Service Provider declares that during the transfer and storage of the data, no other person than the selected Invoice issuers, the Service Provider and the Customer may have lawful access to the data.
   
5. The Customer shall make all reasonable efforts to protect their personal data, in particular the user ID and password required to use the services provided by the Service Provider. The Customer shall be liable for all events and activities that occur using their user ID or password.
   
6. The Service Provider shall process personal data only in compliance with Act LXIII of 1992 on the protection of personal data and the publicity of data of public interest and Act CVIII of 2001 on certain aspects of electronic commerce services and information society services. The general limitation period shall apply to the duration of the data processing and, with regard to the purpose of the processing, the applicable law.
   
7. The Service Provider declares that their subcontractors, agents and employees shall be bound by the same data protection and confidentiality obligations as the Service Provider.
   
   
5. Trademark and copyright
   
1. The trademarks and logos appearing on the website of the e-invoice service are the exclusive property of the Service Provider, the Invoice issuers and the financial institutions. These marks may not be used, copied, distributed or published in any way by others without the express prior written consent of the Service Provider, the Invoice issuers or the financial institutions.
   
2. The marks and the information and other materials available on the website are protected by copyright, the rights to which belong to the Service Provider, the Invoice issuers and the financial institutions. The information and other materials available on the website may not be used, copied, distributed or published by third parties for any purpose other than that for which the website is intended, without the express prior written consent of the Service Provider or the Invoice issuers.
   
   
6. Warranty, liability
   
1. The Service Provider warrants that all the services provided by them are operational from the date of entry into force of the legal relationship.
   
2. The Service Provider will use all reasonable efforts to ensure the efficiency and continuity of the service, but shall not be liable for any loss or damage of any kind caused by the failure of the services. The Customer acknowledges that in exceptional cases the continuous operation of the service may be interrupted despite the prior knowledge and intention of the Service Provider. In such cases, the Service Provider shall make all reasonable efforts to provide the service as soon as possible. The Service Provider will make all reasonable efforts to ensure that the e-invoice service and its website are available twenty-four hours a day, seven days a week, all year. The Invoice issuer expressly accepts that the Service Provider may perform daily maintenance on the e-invoice service system from 22:00 to 0:00 every day, in which case the e-invoice service will be unavailable between these times. However, the Service Provider shall not be held liable if the e-invoice service and/or the related website do not operate in this way due to technical or other failures beyond the Service Provider's control. Accordingly, the Service Provider does not guarantee the error-free and uninterrupted operation of the e-invoice service and/or the related website, but guarantees that the e-invoice service and the related website will be available at a minimum of 99.9 (ninety-nine point nine) percent of the time on an annual basis. The foregoing warranty shall not apply in the event that the failure of the service and/or the linked website is caused by the malfunction of the software or hardware of third-party suppliers, in which case the Service Provider shall limit their liability to the extent that such third-party suppliers have limited their own liability towards the Service Provider.
   
3. The availability value is calculated on the basis of the Service Provider's statistics. The basis for the calculation of the statistics is the total time elapsed between the dates of the error reports received by the Service Provider and the time of the rectification of the errors, provided that the errors occurred within the control of the Service Provider. Availability is calculated as the percentage of the total time in error during the year, for the total number of customers.
   
4. When calculating availability, the periods should not be taken into account when the e-invoice service is unavailable due to
   
1. reasons within the Customer's control;
2. force majeure;
3. any other cause beyond the control of the Service Provider (in particular weather conditions, accident, fire, severe power supply disruptions, damage, theft);
   
4. maintenance announced in advance.
5. The Service Provider reserves the right to improve or modify the e-invoice service and/or the related website from time to time as necessary, provided that such modifications do not change the nature and functionality of the einvoice service in a manner that is contrary to the terms of this Agreement. Furthermore, the Service Provider reserves the right to suspend the operation of the e-invoice service and/or the related website for repair or preventive maintenance or further development, provided that they take all reasonable steps to ensure that the period of suspension is as short as possible. The Service Provider shall inform the Customer and the Invoice issuer after their logging into the e-invoice service about the planned downtime at least 3 (three) calendar days in advance.
   
6. The Service Provider shall only be liable for damages caused by intentional or grossly negligent errors attributable to them. The limitation of liability is provided for in view of the fact that the use of the e-invoice service is free of charge for the Customer.
   
7. The Service Provider shall check the invoice data received from the Invoice issuer or the electronic invoice generated in electronic format (xml) only from the aspect of whether they are in the format required by law, including whether the possibility of displaying the data content possible under the applicable law is ensured.
   
8. The Service Provider shall not be liable in any respect for any actual material or immaterial damage or loss of profit suffered by the Customer as a result of the Invoice issuer providing incorrect data or failing to comply with their reporting obligations. The Service Provider shall also exclude their liability for any actual material or immaterial damage or loss of profit suffered by the Customer as a result of the conduct, wrongful act or omission of the account-keeping bank. Payment deadlines are the sole responsibility of the Customer, subject to bank lead times. The Service Provider expressly excludes any liability for late payment of invoices. The Service Provider shall not be liable for any damages resulting from the failure of informing the Invoice issuers of any changes in the Customer's data
   
9. In the event of war, insurrection, terrorist act, strike or movement not constituting a strike, embargo on imports or exports, accident, fire, blockade, flood, natural disaster, severe disruption of energy supply or other unforeseen and unavoidable impediment, which is beyond the control of the Customer or the Service Provider (force majeure), and either of them is unable to fulfil a contractual obligation, that person shall not be liable for any loss or damage arising as a result of such events.
   
10. The Contracting Parties acknowledge that it is common practice in Hungary for outgoing invoices to be issued by accountants or auditors on the basis of a separate contract. The Service Provider consents to the Invoice issuer handing over the username and password issued for the e-invoice service provided by the Service Provider to their accountant or auditor, thereby granting access. The Invoice issuer shall be solely liable for any damages resulting from the issuance of invoices by third parties or the handing over of access to the e-invoice service to third parties.
    
7. Payment
   
   The Invoice issuer shall pay the Service Provider a fee for each e-invoice, receipt (hereinafter referred to as "Transaction") as consideration for the work detailed in Section 1 of the Agreement, as follows:
   The Contracting Parties agree that the accounting period after the Transactions (the “Accounting Period") shall be the calendar month. Transactions executed in the current month shall be settled by the 2nd day following month. The Service Provider shall issue an electronic invoice for the Transactions carried out in the current month, which the Invoice issuer shall be obligated to pay by transfer to the Service Provider's account number 10700024-66949985-51100005 held at CIB Bank Zrt. within 8 days of receipt of the invoice.
   
   The Contracting Parties agree that the sums indicated exclude VAT.

1. . Issues not regulated under this Agreement shall be governed by the provisions of the Hungarian Civil Code.

The parties shall attempt to settle any disputes arising from this Agreement by direct negotiation. If this is unsuccessful, the Contracting Parties submit to the proceedings of the Hungarian court having jurisdiction and competence at the place of the Service Provider's registered office.

Contracting Parties hereto have read, interpreted and signed present Agreement as proof of their willing consent thereto.

The Service Provider shall not submit to any code of conduct as regards the service.