General contractual conditions

1. Subject of the framework contract

1.1. The Framework Agreement is intended to set out the framework for cooperation between the Parties.
1.2. Under the Framework Agreement, the Client is under no obligation to submit individual orders (hereinafter referred to as “Individual Order”, collectively “Individual Orders”). The Agency is not under any obligation to accept an Individual Order.
1.3. The Parties agree that the Agency shall perform the digital agency activities for the Client on the basis of the Client’s Individual Orders, as set out in the Framework Agreement, and that the Client shall pay the Agency the fees set out in the Individual Orders.
1.4. An Individual Order specifies the tasks to be carried out by the Agency.
1.5. The Individual Order shall be signed by the person(s) authorised to represent the Parties on the basis of the company register or by the contact person(s) designated by the Parties on behalf of both Parties.
1.6. Any changes to the terms of the Individual Order shall be decided by mutual agreement of the Parties in writing. If a modification to the Individual Order is required or the Individual Order is not accepted by the Agency, the Agency shall notify the Client of this fact.
1.7. The Individual Order shall enter into force upon mutual written approval of the Parties.
1.8. The Parties mutually acknowledge and accept electronic communications as being in writing.
1.9. Subsequent orders not included in the Individual Orders, which go beyond those contained therein, shall be considered as new Individual Order, which the Client shall be entitled to order and the Agency shall be entitled to accept and execute as set out in the previous paragraphs.
1.10. Individual Orders are governed by the provisions of the Framework Agreement, unless they contain a different provision to the provisions of the Framework Agreement.

2. Rights and obligations of the Agency

2.1. Under the Framework Agreement, the Agency shall provide to the Client, inter alia, but not limited to, the following digital agency services (the “Service”):
2.1.1. Developing and executing marketing communication plans and creative materials: sketches, copy proposals, creative advertising ideas, visual creatives (hereinafter “Creatives”).
2.1.2. Other advertising, marketing and PR tasks: market surveys, competitive analyses.
2.1.3. Digital marketing and online advertising tasks: preparation and management of Google, Facebook, Instagram, LinkedIn, Pinterest and other Paid advertising campaigns.
2.2. The Agency shall act in accordance with the provisions of the Framework Agreement and the Individual Order, and shall perform the Services ordered in accordance with the schedule set out in the relevant Individual Order, with full professional diligence.
2.3. The Agency is entitled to subcontract the Services. The Agency shall be responsible for the professionalism of the work produced by the subcontractor(s).
2.4. If the Client involves an additional actor with whom it has a legal relationship in the implementation, the Agency undertakes to instruct the implementer designated by the Client to carry out the task, as necessary, in accordance with professional standards.
2.5. The Agency shall be entitled to use 3rd party marketing software and solutions, the use and nature of which shall be provided in detail upon the Client’s request.
2.6. If the Client gives the Agency inappropriate or unprofessional instructions, the Agency shall draw the Client’s attention to this. However, if the Client maintains his instructions despite the warning, any possible damage resulting from this shall be borne by the Client.
2.7. The Agency shall refuse to comply with the Client’s unlawful instructions. The Agency shall act in accordance with the Hungarian and European Union legislation in force in Hungary.
2.8. The Agency shall have no financial liability in relation to the decisions taken by the Client based on the results of the Framework Agreement and the Individual Orders and the way in which its decisions affect its operations and business performance.

3. Rights and obligations of the Client

3.1. The Client shall provide the Agency with the information, instructions and accesses necessary for the performance of the Individual Order, in a timely manner, but not later than 3 working days prior to the due date, in order to ensure the performance of the Individual Order as scheduled. If the Client is in default of these obligations, the Agency’s schedule may be adjusted according to the period of default.
3.2. The Client shall evaluate and comment on the creative drafts prepared by the Agency on the basis of the Individual Order and made available to the Client within 3 working days at the latest.
3.3. If the realistic fulfilment of the schedule for the execution of the Individual Order requires a shorter assessment than the time specified in clause 3.2, the Client and the Agency shall jointly agree on the necessary schedule (including the deadline for the assessment), taking into account the specificities of the profession. If the Client is in default with its obligations under the schedule, the Agency’s deadline for performance or completion of the work shall be extended by the period of the default. Any additional work resulting from such delays may be considered by the Agency as an Individual Order and may be invoiced to the Client.
3.4. The Client shall provide the Agency with the possibility of consultation for the performance of the tasks set out in the Framework Contract and the Individual Orders.
3.5. The Client shall be responsible for the authenticity, completeness, correctness and accuracy of the data provided by the Client for processing, and for the delivery of the data by the agreed deadline.

4. Joint rights and obligations of the parties

4.1. The Parties shall cooperate with each other in the implementation of the Services and in the implementation of the concepts.
4.2. The Parties shall mutually inform each other of any circumstances preventing the performance of the Framework Contract and the Individual Orders.
4.3. The Parties shall endeavour to respond to each other’s questions and messages within 24 hours, but no later than 3 (i.e. three) working days, in order to ensure effective communication.

5. Remuneration

5.1. The Agency shall be entitled to the remuneration specified in the Individual Orders for the performance of the tasks detailed in the Individual Orders.
5.2. The agency fee indicated in the Individual Orders is the net price, which may be increased only by the value of the VAT in force at the time.
5.3. The remuneration invoiced and payable to the Agency under the Individual Order shall include all costs and expenses incurred in connection with the performance of all tasks specified in the Framework Agreement and the Individual Order.
5.4. In the event of an increase in costs (fees) during the performance of the Individual Order compared to the fee originally agreed by the Parties for reasons not reasonably foreseeable at the time of acceptance of the Individual Order, the Agency shall immediately notify the Client in writing. After consultation with the Client and after approval by the Client, the Agency is entitled to itemise these other costs.
5.5. If, due to the Client’s fault, it is impossible for the Agency to execute the Individual Order within the deadline, the Agency shall be entitled to the remuneration specified in the Individual Order.
5.6. The Parties stipulate that the amount of the agency fee at the start of each year automatically increases by the rate of the annual consumer price index for the previous year, as officially published by the Central Statistical Office of Hungary. The increased fee will apply from 1 January each year.

6. Payment terms and late payment

6.1. As a general rule, the Agency is entitled to invoice in advance. The Parties may derogate from this in the Individual Order.
6.2. The Client shall pay the invoices submitted by the Agency within 15 (fifteen) calendar days from the date of issue.
6.3. The Client shall pay the invoice by bank transfer to the bank account of the Agency indicated in this Framework Agreement.
6.4. The account shall be deemed settled as soon as the Client has given the irrevocable transfer order to the account holding bank.

6.5. Agency bank account numbers:

6.5.1. for a transfer of EUR:
Account holder: Markestic Kft.
IBAN: BE74 9671 6342 9707
SWIFT: TRWIBEBBXXX
Bank name and address: Wise
Rue du Trône 100, 3rd floor
Brussels
1050
Belgium

6.5.2. For transfers in USD:
Account holder: Markestic Kft.
Routing number: 026073150
SWIFT: CMFGUS33
Account number: 8311396359
Bank name and address: Community Federal Savings Bank
89-16 Jamaica Ave
Woodhaven NY 11421
United States

6.5.3. HUF or other currencies other than EUR and USD:
Bank: MagNet Bank
Bankszámlaszám 16200223-10097425
BIC: HBWEHUHB
IBAN: HU54162002231009742500000000
IBAN Paper form: HU54 1620 0223 1009 7425 0000 0000

6.6. In the event of a change of bank account number, the Agency shall notify the Client thereof without delay.
6.7. If the Client fails to meet its payment obligations within the payment deadline set out above for reasons attributable to the Client, the Agency shall be entitled to charge interest on late payments and recovery costs at the rates set out in Hungarian legislation. The rate of interest for late payment is determined by the Civil Code. § 6:155, the recovery costs shall be charged in accordance with the provisions of the 2016. IX. shall be governed by the provisions of the Act, which shall entitle the Agency to add interest and a recovery fee to any subsequent invoice.
6.8. If the Agency pays the Client’s online advertising costs directly from its own account in its own name on behalf of the Client, in this case the Agency is entitled to charge and invoice an administration surcharge to cover the transaction, administration and possible tax costs incurred. The amount of the administrative surcharge shall be agreed in advance in writing between the Parties and shall be set out in the individual orders or in separate written communication.

7. Penalty for late payment and default

7.1. If the Agency fails to comply with the deadlines or schedule set out in the Individual Order (late performance), it shall be liable to pay a penalty for late performance. Delayed performance shall be deemed to be delayed delivery of any Services under the Agency’s responsibility for any reason. The Agency shall not be liable to pay a penalty for late payment if the delay is caused by the Client’s delay or force majeure.
7.2. The Penalty Base is the net agency fee set out in the Individual Order, which in the case of a project-based Individual Order is the fee for the current project schedule not yet completed, while in the case of a continuous Individual Order it is the regular monthly agency fee.
7.3. The penalty is 1% of the Penalty Base for each working day of delay, up to a maximum of 50% of the Penalty Base. The Client shall be entitled to deduct the late payment penalty from any forthcoming invoice of the Agency.
7.4. In the event of a delay exceeding 20 (twenty) working days, the Client shall be entitled to unilaterally withdraw from the Individual Order with immediate effect by giving an extraordinary notice of termination, in which case the Agency shall be liable to pay a penalty for default. The penalty for non-performance in the event of withdrawal from the Individual Order is 50% of the Penalty Base.
7.5. The amount of the default penalty does not include the amount of late payment penalties already incurred, i.e. the amount of late payment penalties already paid is not deducted from the amount of the default penalty.

8. Intellectual property rights

8.1. The Parties agree that all Intellectual Property created and/or transmitted by the Agency as a result of the Individual Order (hereinafter referred to as “Creations”) shall be protected by the Copyright Act 1999. LXXVI. Act (hereinafter referred to as “the Act”) 63. §-is an intellectual product commissioned for the purpose of advertising within the meaning of Art. The Parties agree that the Agency shall acquire the copyright in the Creations in full and transfer it in full to the Client upon full payment by the Client of the commission fee set out in the relevant Individual Order.
8.2. The Agency warrants that it will ensure the transfer of rights. By transfer, the Client acquires the exclusive right to use the Creations and the right to transfer the rights acquired to a third party or to grant a third party the right to use the Creations.
8.3. If the transfer of the rights to the Creation as described above is not possible, the Agency grants the Client an unlimited right of use, including the right of transfer, with the above content. In any case, the right of use acquired by the Client shall include all the rights of use and other possible rights, which may be understood to include, but are not limited to, reproduction, distribution, public performance, public communication, broadcasting, exhibition, adaptation. The Client is in no case bound by any time, space or manner of use restrictions with regard to the use of the Creations, and the Client may adapt the Creations to other advertising media at its discretion. The Parties expressly stipulate that the Client may transfer the property rights in any case. The property rights shall also pass to the Client in the event of defective or late performance by the Agency.
8.4. If a third party is involved in the creation of the Creation, the Agency shall ensure that the Client receives the property rights in the Creation from the third party. If this is not possible, the Agency shall inform the Client in advance and shall make every effort to obtain the unlimited rights of use of the Creation in question for the Client, if so requested.
8.5. The Agency undertakes not to infringe the intellectual property rights of the Client or any third party in the performance of the Individual Order. The Agency warrants that the acquisition of the property rights by the Client is not restricted or hindered by the rights of any third party.
8.6. The Agency shall be liable for the intellectual property rights in all material provided by the Client to the Agency for the production of the Creations. The Client reserves the right to dispose of any Originations which it may make available to the Agency for the performance of the Individual Order. The Agency may not use, disclose, communicate to third parties or exploit in any other economic activity any such Creations in any other way than for the performance of the Individual Order and directly in connection therewith.
8.7. The Client acknowledges that the ideas, sketches, plans, designs, graphics, visualizations, finished products presented to the Client during the cooperation are the property and the Creation of the Agency, therefore their realization by other persons or any type of sharing or copying, or their disclosure to third parties (in particular, but not exclusively, sharing and forwarding through online platforms, including electronic mail, social media and chat platforms) is against the legitimate economic interests of the Agency.

9. Prohibition of Employment

9.1. The Parties undertake that during the term of this Contract and for 1 (one) year after its termination, they or persons acting on their behalf shall not, directly or indirectly, in any capacity, in a person, through a third party or by association with a third party, entice, employ or engage in any capacity, whether as a freelancer or under contract, any person without the consent of the other Party, or make any direct or indirect offer of employment or engagement to, or accept any offer of employment or engagement from, any person who has been introduced to them by the other Party and has been employed by the other Party during the term of this Framework Agreement or has participated as a subcontractor or external collaborator, whether a company or a natural person, in projects managed by the other Party on behalf of the other Party. No such person shall be offered or otherwise induced to terminate his or her employment or assignment with the other Party or to leave the Party concerned for a period of 1 (one) year from the date of termination of his or her employment with the other Party.
9.2. The Parties undertake not to assist any third party in employing, offering or obtaining employment or assignment to, or otherwise inducing any person who has been employed by, or has participated as a subcontractor or external collaborator in projects managed by, the other Party during the term of this Agreement, or in any other way inducing any person to terminate or leave the other Party.
9.3. In the event of a breach of the Prohibitions of Employment, the Party in breach shall pay to the other Party the sum of HUF 25.000.000,-, i.e. twentyfive million HUF per person, as a penalty. In addition, in the event of a breach of the prohibition described above, the aggrieved Party shall be entitled to unilaterally withdraw from this Framework Agreement and the relevant Individual Orders with immediate effect, claiming serious breach of contract.
9.4. These restrictions may only be waived by mutual written agreement between the Parties.

10. Protection of Trade Secrets

10.1. In the performance of this Contract, the Parties shall comply with the provisions of the 2018 Act on the Protection of Trade Secrets. LIV. act in accordance with the provisions of the Act.
10.2. The Parties mutually agree that they will keep confidential and preserve all information and data of which they become aware in the course of the performance of the Framework Agreement and the Individual Orders or otherwise, and that neither Party will disclose such information or data to any unauthorized third party without the prior written consent of the other Party.
10.3. Furthermore, the Parties are obliged to enforce the confidentiality provisions also against third parties involved.
10.4. The Parties may sign a mutual non-disclosure agreement as a supplement to this Framework Agreement.

11. Duration and termination of the Framework Contract

11.1. The Framework Agreement shall enter into force on the date of signature by the Parties and shall remain in force indefinitely.
11.2. Either Party is entitled to terminate the Framework Agreement by giving 60 (sixty) days’ written notice of termination without giving any reason. The ordinary termination of the Framework Agreement shall not affect the performance of the ongoing Individual Orders, which shall be performed by the Agency, unless the Client expressly withdraws from the respective Individual Orders in writing. If the performance of an Individual Order falls after the termination period of the Framework Agreement, the Framework Agreement shall remain in force in respect of such Individual Order until its performance.
11.3. Each Party shall be entitled to terminate this Framework Agreement or the Individual Order with immediate effect by giving notice of termination in the event of a serious breach of contract by the other Party. For the purposes of this Framework Agreement, a breach by a Party of an obligation under the Framework Agreement, where the other Party cannot reasonably be expected to continue to be bound by the contract, or where a Party fails to perform or perform inadequately any obligation under the Framework Agreement and fails to remedy the breach within a reasonable period of time after written notice from the other Party, shall be considered a breach for the purposes of this Framework Agreement.
11.4. The failure of a Party to fulfil its obligations due to force majeure shall not constitute a breach of the Framework Agreement. For the purposes of the Framework Contract, force majeure shall mean any circumstance beyond the control of the Parties which temporarily or permanently prevents, hinders or renders impossible the performance of a contractual obligation, provided that it was not foreseeable at the time of the conclusion of the Framework Contract and could not be avoided by reasonable efforts.
11.5. In the event of termination of the Framework Agreement, the Agency shall, within 15 (fifteen) days of the termination of the Framework Agreement, make available to the Client, at the Client’s request, any Creations prepared by the Agency for the Client which the Client has ordered in advance and for which the Agency has received payment in accordance with the Individual Orders.

12. Scope and termination of the Individual Order

12.1. The Individual Order shall enter into force on the date of signature by the Parties.
12.2. Either Party shall be entitled to terminate the Individual Order by giving notice in writing without giving any reason. The period of notice for the Individual Order is 60 (i.e. sixty) days, unless the Parties agree on a different period.
12.3. The Client may cancel the Individual Order in writing to the Agency by sending an email to adf@markestic.com and/or finance@markestic.com. Verbal termination or communication of termination to other employees and/or subcontractors of the Agency is not formal.
12.3. The Client acknowledges that if the Client terminates the Individual Order by giving notice of termination or even a temporary suspension, the Agency shall be entitled to invoice the Client for the period of termination of the Individual Order in accordance with the remuneration set out in the Individual Order.
12.4. The Agency acknowledges that it is obliged to perform the tasks detailed in the Individual Order even during the termination period of the Individual Order.

13. Other provisions

13.1. The Parties declare and agree that, notwithstanding the provisions of the Framework Agreement and the Individual Order, they shall carry out their activities in a legally distinct manner.
13.2. The Agency shall decide where the Individual Orders are to be carried out. In the performance of this contract, the Agency shall use its own resources.
13.3. The Agency shall be entitled to refer to this Framework Agreement and the cooperation with the Client in its advertising and marketing materials. The client is entitled to withdraw the consent given in writing at any time without giving any reason.
13.4. The Parties mutually express their intention to settle any disputes that may arise in an amicable and negotiated manner.
13.5. Issues not covered by this Framework Agreement or not otherwise regulated by this Framework Agreement shall be governed by the Hungarian law in force and the Civil Code of 2013. The provisions of Act V of 2006 shall be considered to be applicable.
13.6. The Parties submit to the jurisdiction of the Hungarian courts for the adjudication of disputes arising from this Framework Agreement and the Individual Orders.
13.7. The parties declare that the persons signing the Framework Agreement have the necessary authority to sign the Framework Agreement, are authorised to act on behalf of the company and to make declarations on behalf of the company.
13.8. The Parties, having read and understood this Framework Agreement, hereby sign it as if it were in full agreement with their intentions and acknowledge by their signatures that they have each received a copy of it.