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Effective Date: 10 April 2025
These General Terms and Conditions ("GTC") apply between the Client ("Client") and Ergomedic ("Service Provider") and set out the terms under which the Service Provider provides consulting, product design, software development, and related services ("Services").
These GTC are effective as of the above Effective Date and remain effective until revoked. The GTC are continuously available on the Service Provider’s Website.
1.1. The Service Provider is a full-service digital consulting and innovation company offering a wide range of Services, including product discovery, software development, market research, user research, and go-to-market strategy support.
1.2. The purpose of these GTC is to regulate the rights and obligations of the Parties in connection with the provision of Services and Tasks ("Tasks") performed by the Service Provider. These GTC apply to all Services and govern all Individual Offers and Individual Contracts unless otherwise expressly agreed in writing.
1.3. By accessing or using the Services, including filling out any form on the Service Provider’s Website, the Client agrees to be bound by these GTC. Completing a contact form does not constitute a binding obligation for the Service Provider to deliver Services.
1.4. These GTC come into effect between the Parties upon the earlier of (a) the Client’s access or use of the Services, or (b) the execution of an Individual Offer or Individual Contract. The GTC are concluded for an indefinite period.
1.5. Any terms or conditions from the Client contrary to these GTC, or any amendment or waiver, are only applicable if expressly accepted in writing by the Service Provider.
The following definitions apply to these GTC and have the same meaning whether used in singular or plural.
Acceptance Criteria
Requirements set out in the Individual Offer or Individual Contract that the Services must meet in order to be accepted by the Client.
Acceptance Period
The time frame defined in the Individual Contract during which the Client is entitled to test and evaluate the delivered Services before formally accepting them.
Certificate of Performance
A document issued by the Service Provider to the Client confirming completion of the Services or Tasks as specified in the relevant contract.
Change Request
A written proposal to modify or amend the Specification, including but not limited to written or electronic communications.
Client
Any natural or legal person that engages the Service Provider for the provision of Services.
Confidential Information
All technical, business, financial, operational, strategic, legal or otherwise non-public information disclosed during the performance of the Services, whether in written, oral, visual or digital form, and regardless of whether marked as confidential. This includes, but is not limited to, software code, algorithms, designs, documentation, commercial strategies, research and development data, client or supplier lists, pricing structures, know-how, investment plans, and contractual materials. Confidential Information does not include information that is proven to be public or previously known without breach of any confidentiality obligation.
Contractor Relationship
A legal relationship under which the Service Provider provides project-based Services for the Client, resulting in the delivery of a defined outcome.
ECB
The European Central Bank, used as a reference for calculating inflation and exchange rate adjustments.
Individual Contract
A formal agreement executed between the Service Provider and the Client for a specific project or Task, detailing scope, deliverables, deadlines, and payment terms.
Individual Offer
A written offer (usually via email) prepared by the Service Provider based on the Client's request, outlining the scope, timeline, and pricing of a specific Service or Task.
Intellectual Property
All intellectual property rights, including but not limited to software, source code, object code, designs, documentation, user manuals, training materials, system and architecture plans, graphical content, user interfaces, logos, trademarks, proprietary processes, business models, and any modifications or enhancements thereof, created or delivered by the Service Provider in connection with the Services.
Project Plan
A structured plan that outlines the specific Tasks, their timelines, responsible personnel, and associated fees.
Representatives
Individuals explicitly named in the Individual Contract who have authority to make operational and project-related decisions on behalf of the Parties.
Schedule
A timetable that is either incorporated into the Individual Contract or attached as an annex, detailing milestones and delivery deadlines.
Service Provider
The legal entity offering and delivering the Services under these GTC.
Services
All consulting, design, research, technical, and advisory services offered by the Service Provider under the conditions defined in the GTC and the relevant contracts.
Software
Any computer program, application, source or object code, or digital product delivered or developed during the course of the Services.
Specification
The functional and technical requirements agreed between the Parties and included in the Individual Contract, describing what the Software or deliverable must achieve.
Task
A specific assignment, sub-project, or set of actions requested by the Client and delivered by the Service Provider under an Individual Offer or Individual Contract.
Vendor Relationship
A time and material-based legal relationship under which the Service Provider supports the Client on an hourly or daily basis without being responsible for a defined end result.
Website
The Service Provider’s official website, through which information about Services is published and Client inquiries may be submitted.
3.1. In principle, the Tasks to be performed by the Service Provider can be divided into two types:
3.2. In T&M based Services, the Service Provider supports the Client’s activities by providing expert services, such as consulting support, external project assistance, minor development tasks, and advisory engagements.
3.3. In project-based Services, the Service Provider undertakes to deliver a defined result, as specified in the Individual Offer or Individual Contract (e.g., custom software development, service design, product launch support).
3.4. The specific scope and details of each Task are set out in the relevant Individual Offer or Individual Contract.
The Service Provider is not obliged to deliver Services solely based on these GTC without an Individual Offer or Contract.
3.5. In case of conflict between these GTC and the terms of an Individual Offer or Individual Contract, the Individual Offer/Contract shall prevail, provided it does not generally modify the framework provisions of these GTC.
4.1.1. The Client sends a written request (typically via email) describing the desired Task or Service.
4.1.2. The Service Provider prepares and sends an Individual Offer by email.
4.1.3. A contractual relationship is established upon the Client’s written acceptance of the Individual Offer, unless the Parties agree that a separate Individual Contract is required.
4.1.4. If the Individual Offer is rejected, the Client shall not use, disclose, or retain the contents of the rejected offer. All related documents must be returned or destroyed within five (5) business days upon request.
4.2.1. The Service Provider shall perform the agreed Tasks according to industry best practices and with due professional care.
4.2.2. The Service Provider warrants that it possesses the necessary expertise and resources to perform the Services.
4.2.3. The Service Provider shall act in the Client's interest, following lawful and reasonable instructions.
If an instruction is unprofessional or unlawful, the Service Provider shall warn the Client and may withdraw from the engagement or proceed at the Client’s risk if the warning is disregarded.
4.2.4. The Service Provider shall promptly notify the Client of any circumstances likely to hinder or delay the performance.
4.2.5. Services will be provided at the location specified in the Individual Offer/Contract.
If work is performed at the Client’s premises, access must be provided, and all site-specific safety regulations shall be observed.
4.3.1. The Client shall cooperate and provide all necessary access, information, materials, and assistance to enable the proper performance of the Services.
4.3.2. The Client shall communicate relevant circumstances and updates without delay.
4.3.3. Failure to provide required cooperation will relieve the Service Provider from delays or deficiencies attributable to such failure.
4.3.4. The Client shall reimburse reasonable and proven travel and accommodation costs in accordance with the agreed budget in the Individual Offer/Contract.
4.3.5. The Client is obligated to accept and certify completed Tasks according to the procedure set forth in the GTC and pay the agreed fees.
4.4.1. The Service Provider is entitled to engage subcontractors or auxiliary persons in performing its obligations.
4.4.2. The Service Provider remains fully responsible for the work of its subcontractors as if performed by itself.
The Client is not responsible for paying or managing subcontractors directly.
5.1. The Service Provider is entitled to remuneration as specified in the applicable Individual Offer or Individual Contract.
5.2. Unless otherwise agreed in writing, the fee payable includes all consideration necessary for the contractual performance of the Tasks.
Bank fees and additional transaction costs are borne by the Client.
5.3. Fees do not include VAT for Clients with a valid VAT number.
For individual Clients without a VAT number, fees are inclusive of VAT according to applicable legislation.
5.4. Unless otherwise stated, payments are due in advance, based on an invoice issued electronically by the Service Provider.
5.5. Payment shall be made via bank transfer to the Service Provider's designated bank accounts (in HUF, EUR, or USD).
5.6. A payment is deemed fulfilled on the date when the fee amount is credited to the Service Provider’s bank account.
5.7. In case of late payment:
5.8. The Service Provider is entitled to adjust its fees annually based on the official inflation rate published by the European Central Bank (ECB).
5.9. In case of significant currency fluctuations (EUR/HUF or USD/HUF), exceeding 3% compared to the date of the Individual Offer/Contract, the Service Provider may adjust the fee accordingly.
6.1. Unless otherwise agreed in writing, all Intellectual Property created during the performance of the Services remains the exclusive property of the Service Provider.
6.2. The Service Provider grants the Client a limited, non-transferable, non-sublicensable, exclusive license to use the deliverables for internal purposes only.
6.3. The Client may not transfer, assign, sublicense, copy, modify, reverse engineer, or create derivative works based on the deliverables without the prior written consent of the Service Provider.
6.4. The Client must promptly notify the Service Provider of any infringements relating to the Intellectual Property and cooperate in protecting these rights.
6.5. If third-party components or open-source software are used, this will be subject to the respective third-party license terms.
6.6. The Service Provider shall ensure that all subcontractors are contractually bound to protect the Service Provider’s and the Client’s Intellectual Property rights.
7.1. The Service Provider warrants that Services will conform to the specifications agreed in the Individual Offer/Contract and applicable law.
7.2. The Service Provider warrants that no third-party rights shall hinder the Client's contractual usage rights ("warranty of title").
7.3. Services are delivered professionally and with reasonable skill and care.
7.4. The Service Provider’s liability ceases if the Client modifies the deliverables or uses them improperly, unlawfully, or contrary to the terms of the contract.
7.5. Services are provided “as is,” without express or implied warranties of performance, fitness for a particular purpose, or non-infringement.
7.6. The Service Provider is not liable for indirect damages, such as lost profits, data loss, loss of business opportunities, or any third-party claims.
7.7. Unless otherwise required by mandatory law, the Service Provider’s total liability is limited to the amount of the fees paid by the Client for the specific Services giving rise to the claim.
7.8. The Service Provider is not responsible for the Client’s business risks or outcomes linked to the use of the Services.
7.9. Force Majeure
Neither Party is liable for non-performance caused by events beyond reasonable control (e.g., war, epidemic, natural disaster, labor disputes).
The affected Party must notify the other immediately and mitigate damages.
Force Majeure does not excuse payment of fees due before the event.
8.1.1.1. During the planning phase, the Client and the Service Provider shall jointly establish the Specification, which becomes part of the Individual Contract. The Service Provider shall perform according to this Specification.
8.1.1.2. Following acceptance of the Specification, the Service Provider shall prepare a Project Plan, including a detailed Schedule.
The Project Plan becomes binding upon written approval by both Parties.
8.1.1.3. Both Parties shall appoint Representatives authorised to make decisions during the development process, as specified in the Individual Contract.
8.1.1.4. Representatives shall cooperate during the project, including holding consultations as needed.
8.1.1.5. The Client shall ensure:
8.1.2.1. Upon completing the development Tasks, the Parties shall jointly conduct a handover process and draw up a handover report.
8.1.2.2. The Client shall test the deliverables during the Acceptance Period defined in the Individual Contract.
If the Acceptance Criteria are met, the Client shall sign the Certificate of Performance.
8.1.2.3. If the Client fails to sign or object in writing within the Acceptance Period, the Service Provider may consider the performance accepted and issue an invoice accordingly.
8.1.2.4. In case of identified errors during testing, the Parties shall jointly record the errors and agree on corrective deadlines.
Errors are categorised as:
8.1.2.5. In the absence of H1 Errors, the Client is obliged to accept the deliverables.
Correction of H2 and H3 Errors shall be documented and scheduled without blocking acceptance.
8.1.2.6. If acceptance is refused for justified reasons, a repeated acceptance procedure shall be conducted, applying the same rules.
8.1.2.7. Performance shall be deemed timely if the handover is initiated by the deadline set in the Individual Contract.
8.1.3.1. Either Party may initiate a Change Request by written notice, including electronic communication.
8.1.3.2. Change Requests are classified as:
8.1.3.3. A material Change Request must be reviewed and accepted in writing within five (5) working days.
If no agreement is reached within eight (8) working days, the Change Request shall be deemed rejected.
8.1.3.4. If changes are necessary for successful implementation, the Service Provider may request adjustments subject to Client approval.
8.1.3.5. Accepted Change Requests modify the Individual Contract accordingly.
8.1.3.6. The rules for Specification changes apply equally to Schedule changes.
8.2.1.1. The Service Provider shall keep daily records of Tasks performed.
8.2.1.2. Based on aggregated records, the Service Provider shall prepare a Certificate of Performance for each agreed billing period.
8.2.1.3. The Client shall confirm performance within two (2) working days or provide justified objections in writing.
8.2.1.4. If no objection is raised, the Service Provider may consider the performance accepted and invoice accordingly.
9.1. Both Parties shall keep all Confidential Information strictly confidential without time limitation.
9.2. Confidential Information includes, but is not limited to:
business strategies, product designs, software source code, financial data, trade secrets, research and development materials, marketing plans, investment strategies, know-how, contractual documents, and any other non-public information disclosed during the business relationship.
9.3. Confidential Information may be communicated verbally, electronically, or in writing, whether marked confidential or reasonably understood to be confidential.
9.4. The Receiving Party agrees to:
9.5. Exceptions: Confidentiality obligations do not apply where the Receiving Party can prove that:
9.6. Confidential Information embedded within broader public information still remains protected.
9.7. Disclosure to officers, employees, advisors, or subcontractors is permitted strictly on a need-to-know basis and must be subject to equivalent confidentiality obligations.
9.8. Upon termination or written request, all Confidential Information, including copies and derivatives, must be returned or securely destroyed within ten (10) calendar days.
9.9. No license or ownership rights to Confidential Information are transferred under this Agreement.
9.10. All Confidential Information is provided "as is" without warranty.
9.11. Penalty:
In case of breach of confidentiality, the breaching Party shall pay a penalty of 20.000 EUR per breach, payable within eight (8) days.
This does not limit the right to claim full damages exceeding the penalty.
10.1. Personal data of contact persons (name, phone, email) shall be processed solely for the purpose and duration of fulfilling the agreement.
10.2. The Parties undertake to handle personal data in compliance with applicable data protection laws, including GDPR.
10.3. Data subjects must be allowed to exercise their rights under the General Data Protection Regulation (EU Regulation 2016/679).
10.4. Details of how personal data is processed by the Service Provider are outlined in the Service Provider\u2019s Privacy Policy.
During the term of the engagement and for two (2) years after its termination, the Client shall not directly or indirectly recruit, solicit, or hire any employee, subcontractor, or representative of the Service Provider without prior written consent.
The Client shall pay a penalty equal to the recruited employee one-year gross salary, payable within eight (8) days after the breach.
During the term of the engagement and for two (2) years thereafter, the Client shall not engage in competition with the Service Provider regarding businesses or projects with which the Service Provider had a prior contractual relationship, without prior written permission.
The Client shall pay a penalty of 20.000 EUR per breach, payable within eight (8) days.
Both penalties are without prejudice to claiming additional damages exceeding the penalty amounts.
12.1. The Service Provider may amend these GTC from time to time. The latest version will always be made available on the Service Provider’s Website.
12.2. If the amendment is material and affects existing contractual relations, the Service Provider will inform the Client reasonably in advance.
Minor or technical amendments do not require prior notification.
12.3. Amendments take effect only for future engagements initiated after the publication of the new GTC, unless otherwise agreed in writing.
12.4. In case of conflict, specific terms agreed in an Individual Offer or Individual Contract shall prevail over these GTC.
13.1. These GTC may terminate by:
13.2. Either Party may terminate the agreement by giving thirty (30) days' written notice to the other Party.
13.3. Immediate termination is possible if:
13.4. Upon termination, the Parties must:
13.5. Payments for partially completed work shall be proportionate to performance achieved up to the termination date.
13.6. The Parties must settle all accounts with each other within eight (8) days of termination.
13.7. Provisions regarding confidentiality, intellectual property, liability limitations, and any provision intended by its nature to survive, shall remain in effect after termination.
14.1. These GTC and any Individual Offer/Individual Contract are governed by the laws of Hungary.
14.2. Disputes shall first be addressed through amicable negotiations between the Parties, acting in good faith.
14.3. If no resolution is reached, disputes shall be adjudicated exclusively by the competent courts of Budapest.
15.1. The Service Provider acts as an independent contractor. No employment, partnership, or agency relationship is created.
15.2. All modifications, communications, or notices must be made in writing. The Parties accept electronic signatures (e.g., DocuSign) as valid and binding.
15.3. Notices are considered delivered when:
15.4. Termination notices must be sent by registered letter with acknowledgment of receipt.
15.5. If any provision of these GTC becomes invalid, the remaining provisions shall remain in force.
The invalid part shall be replaced by a provision closest in substance to the original intention.
15.6. Headings and section titles are for reference only and do not affect interpretation.
15.7. Each Party warrants that it has the authority and capacity to enter into and perform its obligations under these GTC.