Terms and Conditions

Service provider details

Company name: Rosavallis Solutions Kft.
Registered seat: 1145 Budapest, Róna utca 229. 1/1, Hungary
Company registration number: 01-09-458807 (registering court: Company Registry Court of the Budapest-Capital Regional Court)
Tax number: 33094557-1-42
Represented by: Boldizsár Nagy, managing director
Email: info@rosavallis.hu
Phone: +36 20 402 0477
Hosting provider: Rackhost Zrt. (1132 Budapest, Victor Hugo utca 18–22., Hungary)

1. Purpose and scope

1.1. These General Terms and Conditions (the Terms) set out the general conditions on which Rosavallis Solutions Kft. (the Provider) supplies custom software development, web and mobile application development, IT consulting, operations and support services.

1.2. The Terms form an inseparable part of every individual contract, framework contract or accepted quote (together, the Individual Contract) concluded between the Provider and the customer (the Customer; together, the Parties). In case of conflict, the Individual Contract prevails over these Terms.

1.3. These Terms do not apply to consumers. The Provider supplies its services only to persons acting within their trade, profession or business — companies, sole traders, public bodies, associations and foundations. By concluding the Individual Contract the Customer declares that it is not a consumer within the meaning of Section 8:1 (1) 3 of the Hungarian Civil Code. The Provider does not contract with consumers under these Terms.

1.4. The Terms were drawn up in Hungarian and are permanently available on rosavallis.hu, where they can be downloaded and stored. The language of the contract is Hungarian. The Provider has not subscribed to any code of conduct.

2. Notice of terms departing from usual contractual practice

2.1. Under Section 6:78 (2) of the Hungarian Civil Code, the Provider expressly draws the Customer's attention to the following terms, which may differ materially from usual contractual practice or from the default statutory rules. They become part of the contract only if the Customer expressly accepts them in a separate statement referring to this clause 2, given in the Individual Contract or when accepting the quote. Under Section 6:78 (3) of the Civil Code, a blanket acceptance of the Terms as a whole is not sufficient for these clauses:

• automatic extension of the delivery deadline where the Customer is in delay (clause 5.2);
• deemed acceptance: failing to send the defect list in time counts as acceptance of the delivery (clause 6.4);
• the Provider's right to suspend delivery and operations on late payment (clause 7.5);
• transfer of intellectual property rights conditional on payment of the full fee (clause 8.1);
• the cap on the Provider's liability for damages and the exclusion of indirect losses (clause 9.5);
• the Provider's right to cite the work as a reference (clause 8.5);
• unilateral amendment of the Terms for continuous services (clause 14).

3. Formation of the contract

3.1. Quotes. Following the Customer's request, the Provider prepares a written quote and, where appropriate, a specification. Unless stated otherwise, a quote is valid for 30 calendar days from its date and rests on the assumptions it records and on the information supplied by the Customer.

3.2. Conclusion. The contract is concluded when both Parties sign the Individual Contract, or when the Customer accepts the quote expressly and unconditionally in writing, including by email. Between the Parties, a statement made by email counts as being in writing.

3.3. Electronic contracting. As neither Party is a consumer, the Parties agree to depart from the information and input-correction requirements of Section 5 (1)–(2) of Hungarian Act CVIII of 2001 on electronic commerce, as permitted by Section 5 (3) of that Act.

3.4. Change requests. Anything beyond or different from the approved specification is a change request. The Provider confirms its effect on fee and schedule in writing and starts work only after the Customer approves it in writing. Without approval, the Provider delivers according to the original specification.

4. The Provider's rights and obligations

4.1. The Provider performs the agreed services professionally, in line with professional standards, the applicable technical standards and the approved specification.

4.2. Subcontractors. The Provider may use contributors or subcontractors. It is liable for their performance as if it had carried out the work itself (Section 6:129 of the Civil Code). Contributors are bound by confidentiality obligations equivalent to clause 10.

4.3. Information. The Provider informs the Customer without delay about development milestones and about any obstacle that arises.

4.4. Third-party components. The Provider may use open-source and third-party licensed components. These remain governed by their own licence terms; on request the Provider discloses which components and licences were used. Unless agreed otherwise, fees for paid third-party licences are borne by the Customer.

5. The Customer's obligations

5.1. Cooperation. The Customer must supply the information, access (servers, APIs, external systems), content and approvals needed for the work by the agreed deadlines, and must name a contact person authorised to make statements concerning the project.

5.2. Effect of delay. If the Customer is late in supplying data, approvals or feedback, the Provider's delivery deadline is automatically extended by the time lost. The Provider notifies the Customer in writing of the delay and its likely effect. If the delay exceeds 30 calendar days, the Provider may invoice the work completed so far.

5.3. Warranty of title. The Customer warrants that it is entitled to use the materials it hands over — texts, images, logos, databases, software — and that handing them over infringes no third-party right. The Customer indemnifies the Provider against claims arising from a breach of this warranty.

6. Delivery and acceptance testing

6.1. Once a milestone or the finished software is ready, the Provider gives the Customer access in a test environment and notifies it in writing.

6.2. Within 10 working days of that notice the Customer must carry out testing and hand over, in one written list, any defects — that is, deviations from the approved specification.

6.3. The Provider corrects justified deviations free of charge and hands the corrected version back for re-testing. A new requirement absent from the specification is not a defect but a change request (clause 3.4).

6.4. Deemed acceptance. If the Customer raises no written objection within the 10 working days, or puts the software into production use, the delivery is deemed accepted. At least 3 working days before the deadline the Provider reminds the Customer in writing of the deadline and of the consequence of missing it. Deemed acceptance does not affect the Customer's warranty rights in respect of defects discovered later.

7. Fees and payment

7.1. Fees are set out in the Individual Contract, either as a fixed project price or on a time-and-materials basis. For time-and-materials work the Provider supplies an itemised record of time spent. All fees are net amounts, exclusive of VAT.

7.2. Electronic invoicing. The Provider issues electronic invoices and sends them by email. By concluding the Individual Contract the Customer accepts electronic invoicing as required by Section 175 (3) of Hungarian Act CXXVII of 2007 on value added tax.

7.3. Unless agreed otherwise, payment is due within 15 calendar days of the invoice date, by bank transfer to the Provider's account. Payment is made on the day the amount is credited to that account.

7.4. Late payment. On late payment the Provider is entitled to default interest under Section 6:155 of the Civil Code and to the flat recovery fee under Hungarian Act IX of 2016. Any term excluding that flat recovery fee, or setting it below EUR 40, is void. The fee is payable in forint at the official mid-rate published by the Hungarian National Bank on the first day of the delay, and may be claimed within a preclusive period of 1 year from that day.

7.5. Suspension. If payment is more than 15 calendar days late, the Provider may — having given at least 8 calendar days' prior written notice — suspend further delivery or operations until the debt is settled. During suspension the Provider is not in delay and retains the Customer's data.

8. Intellectual property

8.1. Transfer of rights. The economic copyright in the software, source code and documentation created under the contract passes to the Customer under Section 58 (3) of Hungarian Act LXXVI of 1999 on copyright, on the day the agreed full fee is paid in full, without any further declaration, without territorial or time limit and for all forms of use. Until the fee is paid the Customer may use the delivery for testing purposes only. The Copyright Act requires the transfer of economic rights to be in writing; the Individual Contract signed by the Parties satisfies that requirement.

8.2. The Provider's background material. The Provider retains ownership of frameworks, libraries, templates and reusable code components developed before or independently of the contract. The Customer receives a non-exclusive, territorially unlimited, perpetual licence to these, to the extent needed to use, further develop and operate the delivered software, and may transfer that licence together with the software.

8.3. Third-party components. Clause 4.4 governs open-source and third-party licensed components; rights in these do not pass to the Customer.

8.4. Authors' moral rights are not transferable and remain with the Provider and the authors.

8.5. References. The Provider may present the completed work as a reference on its own website and in professional materials, naming the Customer and — where the result is publicly accessible — showing screenshots. The Customer may withdraw this permission in writing at any time, and the Provider then removes the reference within 15 days. The Provider discloses no confidential business information in a reference.

9. Warranty and liability

9.1. Warranty. The Provider warrants for 6 months from successful acceptance that the software it developed works in accordance with the approved specification, and corrects reported defects free of charge within that period.

9.2. Warranty limits. The warranty does not cover defects caused by modifications made by the Customer or a third party, by improper use, by use outside the specification, by changes in a third party's system or environment, or by faults in data or infrastructure supplied by the Customer.

9.3. Statutory warranty. This warranty does not affect the Customer's statutory warranty rights under the Civil Code.

9.4. Third-party services. The Provider is not liable for damage arising from the outage, failure, price change or unilateral modification of APIs, servers, hosting or cloud services supplied by third parties (for example AWS, Google Cloud, Rackhost).

9.5. Limitation of liability. Subject to clause 9.6, the Provider's liability for damages is limited to the net fee actually paid by the Customer for the project concerned. The Provider is not liable for lost profit, indirect or consequential loss, or for loss of data where the Customer is responsible for backups under the contract.

9.6. Exceptions to the limitation. The limitation in clause 9.5 does not apply to damage caused intentionally, or by a breach of contract that harms human life, physical integrity or health; under Section 6:152 of the Civil Code any term limiting or excluding liability for such damage is void. The limitation also does not apply to damage caused by gross negligence.

9.7. Backups. Where the Provider does not operate the system, the Customer is responsible for regular backups. Where operations are the Provider's responsibility, the Individual Contract sets the backup frequency and retention period.

10. Confidentiality

10.1. The Parties keep confidential all business, technical and financial secrets that come to their knowledge during their relationship, do not disclose them to third parties, and use them solely to perform the contract. This obligation survives for 5 years after the contract ends.

10.2. It is not a breach to disclose information that is publicly known, that the receiving Party obtained independently of the other Party, or whose disclosure is required by law or by a decision of a court or authority. In the last case the receiving Party informs the other Party in advance, unless the law forbids it.

11. Data protection

11.1. The Provider's own processing — including enquiries and the details of contract contact persons — is governed by its Privacy Policy and by the GDPR (Regulation (EU) 2016/679).

11.2. Processing on the Customer's behalf. Where the Provider processes personal data on behalf of and on the instructions of the Customer — for example during development, migration, operations or support — the Parties conclude a written data processing agreement under Article 28 GDPR setting out the subject matter, purpose and duration of the processing, the categories of data subjects, the security measures and the conditions for engaging sub-processors. Without such an agreement the Provider does not access personal data held in production.

12. Termination

12.1. A contract concluded for a fixed term or for a single project ends on delivery and payment.

12.2. Ordinary termination. Either Party may terminate an open-ended operations, support or maintenance contract in writing, without giving reasons, on 30 calendar days' notice.

12.3. Termination for cause. Either Party may terminate the contract with immediate effect if the other commits a material breach and fails to remedy it within 15 calendar days of written notice. Material breach includes payment delay exceeding 30 days, breach of confidentiality, and persistent failure to cooperate.

12.4. Settlement. On termination the Parties settle: the Customer pays for the work demonstrably completed up to the termination date, and the Provider hands over the results of paid work and any access credentials belonging to the Customer's systems within 15 days.

13. Force majeure

Neither Party is liable for a breach caused by an unforeseeable event outside its control that it could not reasonably have been expected to avert — in particular natural disaster, war, epidemic restrictions, official measures, or nationwide network or power outages. The affected Party notifies the other without delay. If the force majeure situation lasts more than 60 days, either Party may terminate the contract, and the Parties then settle under clause 12.4.

14. Amendments to these Terms

14.1. An Individual Contract already concluded, and any project in progress, remains governed by the version of the Terms in force on the day the contract was concluded.

14.2. For open-ended, continuous services the Provider may amend these Terms unilaterally, giving the Customer at least 30 calendar days' notice by email before the amendment takes effect. A Customer who does not accept the amendment may terminate the contract in writing, with effect from the end of the month, without adverse consequence, up to the date the amendment takes effect. Not exercising that right within the deadline counts as acceptance.

14.3. The Terms in force at any given time are available on rosavallis.hu.

15. Final provisions

15.1. Notices. The Parties make statements concerning the contract in writing, primarily to the email addresses given in the Individual Contract. An email is deemed delivered on the working day after it is sent, unless the sender receives a delivery failure notice.

15.2. Assignment. The Customer may not assign its rights or obligations under the contract to a third party without the Provider's prior written consent.

15.3. Severability. If any provision of these Terms becomes invalid, the remaining provisions stay in force, and the invalid provision is replaced by a valid one closest to the Parties' original intent.

15.4. Governing law. Matters not regulated in these Terms are governed by Hungarian Act V of 2013 on the Civil Code, Hungarian Act LXXVI of 1999 on copyright, and other applicable Hungarian law. The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.5. Disputes. The Parties first try to settle any dispute amicably through negotiation. Failing that, the Hungarian court having jurisdiction and competence decides the dispute.