GENERAL TERMS AND CONDITIONS

Service Provider Information:

- Name: Dávid Pálfalvi (Individual Entrepreneur)

- Registration Number: 55888068

- Tax Number: 57275132-2-30

- Headquarters: 3324 Felsőtárkány, Fagyöngy utca 4., Hungary

- Email: david.palfalvi@innovectus.com

- Website: innovectus.com

Effective from: April 7, 2025

1. INTRODUCTORY PROVISIONS

1.1 These General Terms and Conditions (hereinafter: "GTC") have been prepared in accordance with the provisions of Act V of 2013 on the Civil Code (hereinafter: "Civil Code") and set out the conditions for the use of services provided by the Service Provider.

1.2 The Service Provider provides artificial intelligence and automation technology services to its clients, including but not limited to the following activities:

- Business process automation through API integration

- AI integration into workflows

- Integration of machine learning models

- Creation of chatbots and voice bots

- Business and AI consulting

1.3 These GTC apply to all contractual relationships between the Service Provider and natural or legal persons using its Services (hereinafter: "Client"), unless otherwise agreed in writing by the Parties.

1.4 These GTC are continuously available and downloadable on the Service Provider's website (innovectus.com).

2. DEFINITIONS

2.1 "Service": artificial intelligence and automation technology services provided by the Service Provider, as detailed in the individual contract or order.

2.2 "Service Results": all intellectual creations, documents, materials, data, codes, reports, information, data carriers, or other deliverables that the Service Provider creates specifically for the Client according to the individual order.

2.3 "External Service Providers": third-party companies whose services, platforms, or technologies are used by the Service Provider during the provision of Services, or to which the Client must subscribe to use the Services (e.g., Make.com, large language model providers such as Claude, ChatGPT, etc.).

2.4 "Infrastructure": the software and hardware environment on which the Service runs, which may be the Service Provider's server, the Client's server, or a platform provided by a third party.

2.5 "Additional Work": work that forms part of the contract but was not taken into account when determining the contractor's fee, and work without which the implementation of the work suitable for its intended use cannot take place.

2.6 "Extra Work": work subsequently ordered, particularly due to design modifications, if its performance does not make the Service Provider's task disproportionately burdensome.

3. FORMATION OF THE CONTRACT, ORDER PROCESS

3.1 The contract between the Service Provider and the Client is formed by the Service Provider's confirmation of the Client's order or by the conclusion of an individual service contract signed by the Parties.

3.2 The Client can place an order in the following ways:

a) By completing the contact form on the Service Provider's website;

b) By electronic mail (e-mail);

c) By telephone, which the Service Provider confirms in writing (by e-mail);

d) In person.

3.3 The order must contain:

a) Data necessary for the identification of the Client (name, address, tax number, contact person);

b) The exact name and detailed description of the requested service;

c) The desired deadline for completion;

d) Other expectations related to performance.

3.4 The Service Provider confirms the order within 2 business days of its receipt, indicating the expected completion deadline and the service fee. The contract is formed upon confirmation.

3.5 For unique, complex services, the Service Provider is entitled to conduct a preliminary needs assessment and prepare a detailed offer for the Client, which becomes part of the contract upon acceptance.

4. SERVICE CONDITIONS

4.1 The Service Provider undertakes to:

a) Perform the Services in accordance with professional requirements, with due care and expertise;

b) Comply with all applicable laws and regulations;

c) Provide adequate and sufficient resources for the performance of the Services;

d) Apply appropriate technical and organizational security measures to protect the Client's data;

e) Provide regular updates on the progress of performance;

f) Promptly notify the Client of any delay, obstacle, or circumstance that may affect the contractual performance of the Services.

4.2 The Client undertakes to:

a) Provide the Service Provider with timely access to the information, systems, and staff necessary for the performance of the Services;

b) Examine the Service Results and provide substantive feedback;

c) Pay the due and undisputed fees in accordance with the contractual terms;

d) Obtain all rights, permissions, and consents necessary for the contractual performance with respect to the data or materials provided to the Service Provider;

e) Provide the Service Provider with access to the Client's systems, platforms, and/or accounts to the extent necessary for the performance of the Services, which may include, but are not limited to, usernames and passwords;

f) Obtain and maintain subscriptions, licenses, and authorizations necessary for cooperation with External Service Providers, if necessary for the performance of the Service.

4.3 Use of External Service Providers and access:

a) The Client acknowledges and accepts that the platforms and technologies of External Service Providers may be used for the performance of the Service;

b) The Client expressly consents to providing the Service Provider with access to the necessary systems, which may include the transfer of usernames and passwords, or inviting the Service Provider to platforms managed by the Client;

c) The Service Provider undertakes to use the provided access data exclusively for the purpose of performing the Services, to store them with appropriate security measures, and to delete them upon termination of the contract;

d) The Client may decide to purchase its own subscription to certain External Service Providers, to which it provides the Service Provider with only support, developer, or administrator authorization. In this case, the Services will use the connections set up by the Client;

e) The Service Provider informs the Client that it may provide affiliate links for the use of External Service Providers, for which the Service Provider may receive a commission, but this does not result in additional costs for the Client.

5. INFRASTRUCTURE AND SERVICE LEVEL

5.1 Infrastructure:

a) The Service may run on the Service Provider's servers, infrastructure provided by the Client, or on External Service Providers' platforms;

b) For services running on the Service Provider's servers, the Service Provider is entitled to charge a monthly base fee and a variable fee based on the resources used (credits), the details of which are contained in the individual order or contract.

5.2 Service level and availability:

a) The Service Provider strives to ensure the highest possible availability, but does not assume responsibility for the unavailability, errors, or maintenance-related outages of platforms, services, or APIs provided by External Service Providers;

b) The Service Provider does not guarantee the continuous, uninterrupted operation of the Service, particularly, but not exclusively, in the following cases:

i. In case of maintenance, outage, or failure of External Service Providers' systems;

ii. In case of changes, restrictions, or outages of APIs provided by third parties;

iii. In case of internet or other communication network failure or unavailability;

iv. In case of failure or unavailability of infrastructure provided by the Client;

v. In case of force majeure events.

6. FEES AND PAYMENT TERMS

6.1 Forms of remuneration:

a) Lump sum: A fixed amount specified in the contract, which contains the consideration for the entire service forming the content of the contract. In addition to the lump sum, the Service Provider may claim the consideration for extra work, but is not entitled to reimbursement of the consideration for additional work. However, the Client is obliged to reimburse the Service Provider for costs related to additional work that were not foreseeable at the time of concluding the contract.

b) Itemized accounting: The Service Provider is entitled to the consideration for the work performed based on the hourly rate or other unit rate specified in the contract.

c) Monthly subscription: A regular fee payable for the provision and continuous maintenance of the infrastructure, to which variable costs (such as credits used) may also be attached.

6.2 The Service Provider is entitled to request an advance payment, which is generally 25-50% of the total fee.

6.3 Payment deadline: Unless otherwise agreed, 8 calendar days from the date of invoice issuance.

6.4 In case of late payment, the Client is obliged to pay late payment interest:

a) For Clients qualifying as consumers, late payment interest in accordance with Section 6:48 of the Civil Code;

b) For Clients qualifying as businesses, late payment interest in accordance with Section 6:155 of the Civil Code, as well as a collection cost allowance of 40 euros in HUF.

6.5 Legal consequences of project abandonment: If the Client abandons the project for reasons outside the Service Provider's sphere of interest, or terminates the Contract due to loss of interest after the commencement of work:

a) The Client is obliged to pay the consideration for all work performed until the time of abandonment;

b) The Client is obliged to pay a cancellation penalty equal to 30% of the remaining contractual value, unless otherwise provided by the Parties in their individual agreement;

c) The Service Provider is obliged to hand over to the Client all Service Results completed until the time of abandonment, following the full fulfillment of all payment obligations by the Client.

6.6 The costs of using external service providers (subscriptions, licenses) are borne by the Client.

7. DELIVERY AND ACCEPTANCE OF SERVICE RESULTS

7.1 The delivery and acceptance of Service Results shall take place as follows:

a) After the completion of the Service Result, the Service Provider shall notify the Client in writing of the performance;

b) The Client has 8 calendar days to examine the Service Result;

c) The Client shall notify the Service Provider in writing of the acceptance or of defects and deficiencies identified during the examination;

d) If the Client does not send notification within the examination period, the Service Result shall be deemed accepted.

7.2 Defective performance and correction of defects:

a) The Service Provider is obliged to correct substantial defects within a reasonable deadline;

b) Acceptance may not be refused due to a defect in the Service Result, or the correction or replacement of which does not prevent its intended use;

c) In case of repeated, unsuccessful attempts at defect correction, the Client is entitled to request an appropriate reduction in the fee, or in case of a substantial defect, to withdraw from or terminate the contract.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Existing intellectual property: The Parties establish that all intellectual property that was created before the entry into force of the contract, or that was developed outside the scope of the contract, independently of it, remains the exclusive property of each party.

8.2 Rights to Service Results: Following the full payment of all fees due under the individual order, the Service Provider grants the Client a non-exclusive, territorially unrestricted license for the entire term of copyright protection to use the Service Results within the Client's own internal business activities.

8.3 Rights to AI models and algorithms: Unless the individual order expressly provides otherwise:

a) All intellectual property rights to AI models, algorithms, and methodologies developed or modified during the provision of the Services remain the exclusive property of the Service Provider;

b) The Client receives a non-exclusive, limited license to use such AI models and algorithms, exclusively according to the purposes and conditions specified in the individual order.

8.4 Workflows and automation processes:

a) Workflows, scenarios, and automation processes created by the Service Provider on third-party platforms are part of the Service Results;

b) The right to use such workflows and automation processes is acquired by the Client as specified in section 8.2;

c) The methodology, concept, and know-how underlying the workflows and automation processes are the exclusive intellectual property of the Service Provider.

9. DATA PROTECTION AND CONFIDENTIALITY

9.1 The Service Provider processes personal data provided by the Client in accordance with the current data protection legislation, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR).

9.2 If the Service Provider processes personal data on behalf of the Client, the Parties shall enter into a separate Data Processing Agreement, which forms an integral part of the contract.

9.3 Confidentiality obligation:

a) The Parties undertake to treat confidentially all confidential information originating from the other party, and not to use, disclose, or make it accessible to third parties, except to the extent indispensably necessary for the fulfillment of their obligations under the contract.

b) The confidentiality obligation remains in force after the termination of the contract.

9.4 Handling of access data:

a) The Service Provider undertakes to treat confidentially the access data (usernames, passwords, API keys, etc.) provided by the Client for the purpose of providing the Service, and to use them exclusively for the purpose of providing the Service;

b) The Service Provider shall delete the access data provided by the Client promptly after the termination of the contract, unless their retention is required by law.

10. LIMITATION OF LIABILITY

10.1 The Service Provider warrants that:

a) It has all the rights, authorizations, and permissions necessary to conclude and perform the contract;

b) It performs the Services in accordance with the requirements of professional care;

c) The Service Results comply in all material respects with the specifications and requirements set out in the individual order.

10.2 Exclusion and limitation of liability: Beyond the obligations expressly undertaken in these GTC, the Service Provider excludes all other warranties, conditions, and declarations to the fullest extent permitted by law. In particular, but not exclusively:

a) The Service Provider does not guarantee that AI systems operate completely without error or give perfect results under all circumstances;

b) The Service Provider does not guarantee that AI systems will be free from any bias under all circumstances and in all modes of use;

c) The Service Provider does not assume responsibility for the error, interruption, or unavailability of systems, services, or APIs of External Service Providers;

d) The Service Provider does not assume responsibility for delay or performance failure due to the failure, slowness, or interruption of the internet or other communication channels.

10.3 The Service Provider's liability shall not exceed the total amount of fees actually paid or payable by the Client under the affected individual order during the twelve (12) month period preceding the liability event, unless the damage results from the Service Provider's intentional or grossly negligent conduct.

10.4 It is the Client's exclusive responsibility to review and approve content generated by AI or decision recommendations before implementation.

11. SPECIAL PROVISIONS FOR CONSUMERS

11.1 If the Client qualifies as a consumer under Section 8:1(1)3 of the Civil Code, the provisions of Government Decree 45/2014 (II. 26.) on the detailed rules for contracts between consumers and businesses also apply.

11.2 Right of withdrawal:

a) In accordance with Section 20(1)-(2) of Government Decree 45/2014 (II. 26.), the consumer is entitled to withdraw from the contract without stating reasons within 14 days from the conclusion of the contract.

b) The right of withdrawal cannot be exercised if, in the case of a contract for the provision of services, the entire service has been commenced with the consumer's express prior consent, and the consumer has acknowledged that they will lose their right of withdrawal after the complete performance of the service.

11.3 Warranty for defects:

a) The Service Provider is liable for defects in the Service Results in accordance with the warranty rules set out in the Civil Code.

b) The consumer's warranty claim expires after two years from the date of performance.

12. DURATION AND TERMINATION OF THE CONTRACT

12.1 The contract concluded between the Parties - unless otherwise provided - is concluded for a fixed term until the completion of the Service.

12.2 The contract terminates:

a) By mutual agreement of the Parties;

b) By expiry of the fixed term;

c) By impossibility of performance;

d) By termination or withdrawal.

12.3 Immediate termination: Either party is entitled to terminate the contract with immediate effect if the other party:

a) Commits a serious breach of contract that cannot be remedied, or that is not remedied despite notification;

b) Becomes insolvent, enters into bankruptcy proceedings, liquidation proceedings, or voluntary dissolution.

12.4 The Client's right of withdrawal and termination: The Client may withdraw from the contract at any time before the commencement of performance of the contract, and may terminate the contract until completion after this. In this case, they are obliged to pay the Service Provider the proportional part of the fee and compensate for the damage caused by the termination of the contract, which, however, may not exceed the contractor's fee.

12.5 In case of termination of the contract:

a) The Client is obliged to pay for all Services performed until the date of termination;

b) The Service Provider is obliged to hand over to the Client all Service Results completed until the date of termination;

c) The Service Provider is obliged to delete all access data, usernames, and passwords provided by the Client.

13. FORCE MAJEURE

13.1 Neither party breaches the contract and is not liable for delay or failure to perform if it arises from events beyond their reasonable control, including but not limited to natural disasters, pandemic, war, cyber attacks, or other extraordinary events.

13.2 If a force majeure event persists for more than 60 days, either party is entitled to terminate the contract by written notice to the other party.

14. FINAL PROVISIONS

14.1 Notices: All notices to be sent under these GTC must be made in writing and delivered by e-mail, postal mail, or courier service to the Parties.

14.2 Subcontractors: The Service Provider is entitled to use subcontractors for the performance of certain parts of the Services, provided that the Service Provider remains fully responsible for the fulfillment of its obligations.

14.3 Settlement of legal disputes: The Parties shall primarily settle their disputes amicably. If this is not possible, the Parties submit to the jurisdiction of the Eger District Court or the Eger Tribunal, depending on the value of the subject matter of the litigation.

14.4 Possibility of recourse to a conciliation body for consumers: In the case of consumer disputes, a Client qualifying as a consumer may apply to the conciliation body competent according to their place of residence or stay.

14.5 Governing law: These GTC are governed by the law of Hungary.

14.6 Amendment of the GTC: The Service Provider reserves the right to unilaterally amend these GTC. The amended GTC enters into force upon its publication on the website. The provisions of the GTC in force at the time of conclusion of the contract apply to contracts already concluded, unless the Parties agree otherwise by mutual agreement.

14.7 Affiliate relationships: The Service Provider informs the Client that it may provide affiliate links for the use of External Service Providers, for which the Service Provider may receive a commission, but this does not result in additional costs for the Client.

14.8 In matters not regulated in these GTC, Hungarian law, in particular the provisions of Act V of 2013 on the Civil Code, shall apply.

These GTC are valid from April 7, 2025, until withdrawal or modification.

Dated: Felsőtárkány, Hungary, April 7, 2025

Dávid Pálfalvi