Last modified: 1th March 2023

Effective date: 1th November 2021

1. INTRODUCTION

The purpose of present general terms and conditions (hereainafter referred to as: „GTC” or „Agreement”) is to govern the relationship established between

Nazwa firmy: Smart Greenhouse Control Korlátolt Felelősségű Társaság

Registered seat: 6000 Kecskemét, Jókai utca 40. földszint 2., Hungary

Nr KRS: 03-09-135600

NIP: 27505962-2-03

Registered at: Metropolitan Court of Kecskeméti as Company Registration Court

Represented by: Gábor Németh as managing director

Telefon: +36 30 364 5018

E-mail: hello@foliavezerles.hu 

(hereainafter referred to as: „Service Provider”)

and the customers (hereainafter referred to as: „Customer”) of the technological products related to greenhouse plant cultivation (hereainafter referred to as: „Products”) and the software (hereafter referred to as: “Software”) related to the Products (Product and Software together hereinafter referred to as: “Service”) sold by the Service Provider that may be purchased through the website (hereainafter referred to as: „Website”) available at the domain https://www.foliavezerles.hu.

By using the Service, the Customer acknowledges that the basic rules of the legal relationship between the parties are set out in these GTC and by ordering the Service, the Customer accepts them as binding.

As this Agreement contains legally binding provisions, please read them carefully.

2. ESTABLISHMENT OF THE CONTRACTUAL RELATIONSHIP

2.1 By providing the data indicated by the Customer in the offer request form made available on the Website and by sending the offer request or by sending a message to the e-mail address of the Service Provider published on the Website the Customer may request an offer from the Service Provider to which the Service Provider sends a detailed offer (hereainafter referred to as: „Offer”) to the Customer. The Offer shall cover all cost elements incurred in connection with the Services, including in particular all labour charges, the purchase price of the Products, fees incurred in connection with the use of the Software, and shall include the deadlines for performance, if applicable.

2.2 The Customer may notify the Service Provider of its intention to use the Service, i.e. its acceptance of the Offer, within the validity period indicated in the Offer. By accepting the Offer the Customer places an order (hereinafter referred to as: “Order”) for using the Service. The Customer acknowledges that by placing an Order, it also accepts the provisions of this Agreement.

2.3 By placing an Order, the Customer also accepts the Service Provider’s use and license terms for the use of the Software.

3. SUBJECT OF THE AGREEMENT

3.1 By placing an Order as described in Chapter 2 of these GTC and by accepting the provisions of these GTC the Customer orders the Service Provider to provide the Service specified in the Order, i.e. to deliver the Products specified therein to the location designated by the Customer and to provide access to the Software related to the Product, which enables the Customer to operate the Products remotely. By accepting the Customer’s Order, the Supplier undertakes to provide the Service with the content detailed in the Offer.

3.2 The Service Provider informs the Customer that the Service is provided exclusively to businesses that are not considered as consumers. The Service is not available to consumers, i.e. natural persons acting outside their profession, self-employed occupation or business activity. In view of the foregoing, the Service Provider shall be entitled to refuse any request for offer or Order from a Customer who shall be considered as a consumer. By placing an Order, the Customer declares that it is not a consumer.

3.3 By accepting the provisions of these GTC, the Customer acknowledges and accepts that these GTC and the legal relationship established on the basis thereof do not result in exclusivity with regard to the provision of the Service, and the Service Provider is entitled to provide the Service to other Customers, regardless of whether these other Customers may be considered competitors of the Customer. The Service Provider informs the Customer that the aforementioned circumstances will not be examined for reasons mantioned above.

4. CONTENT OF THE SERVICE

4.1 Within the framework of the Service, the Service Provider offers for purchase the following Products:
– Wireless measuring module;
– Remote-controlled ventilation module;
– Weather station module;
– EC, PH, Temperature and Humidity, Leaf sensors

4.2 The detailed content and specifications of the Products are set out in Annex no. 1 of these GTC. In addition for informative purposes, the Service Provider also publishes useful information for the Customer on the Website regarding the Products. The Service Provider draws the attention of the Customer to the fact that it is the Customer’s responsibility to obtain information on the functions and specifications of the Products prior to placing the Order and, if necessary, to request information from the Service Provider to this effect prior to placing the Order. The Service Provider shall not be liable for any adverse consequences arising from failure to do so.

4.3 The Service also includes the use of Software in relation to the Products detailed in Section 4.1 above which makes it available to remotely monitor their operation and analyse certain data. The content of the service provided through the Software is set out in Annex no. 2 to these GTC. 

4.4. The Service includes the internet connection necessary to establish a data connection and transfer between the Products and the Software.

4.5 In respect of the Products the Service includes arranging the delivery of the Products and the shipping of the Products to the destination designated by the Customer. 

4.6 As a general rule the Service does not include the preliminary inspection of the site where the Products are to be installed and the delivery of the Products to the site and their installation by the Service Provider. The Service Provider shall only be obliged to do so on the basis of a separate agreement with the Customer, for which the Service Provider shall be entitled to charge a fee.

5. RIGHTS AND OBLIGATIONS

5.1 The Customer shall inform the Service Provider of all circumstances necessary for the Service Provider to fulfil its obligations under this Agreement before placing an Order. The Customer undertakes to provide the Service Provider with any data, information or other declarations required for the Service Provider’s performance without delay, if requested to do so. Should the Customer be in delay with providing the data, information or other declarations requested by the Service Provider, this delay shall exclude the delay of the side of the Service Provider.

5.2 The Customer may use the Service only in connection with its own activities. The Customer shall not be entitled to resell or lease the Products to third parties or otherwise transfer the use of the Products or the Software to third parties other than its employees or subcontractors involved in the performance of its activities.

5.3 The Customer is responsible for providing the necessary conditions for the (proper) operation and maintenance of the Products (e.g. installed polytunnel motor; power supply, etc.). The Customer is also responsible for providing the infrastructure (equipment) necessary for the use of the Software, to which the Service Provider does not contribute in any way. 

5.4 The Service Provider shall provide the Customer with the information and instructions necessary for the installation and operation of the Products.

5.5 If under the separate agreement the partie the installation of the Products is carried out by the Service Provider, the Customer shall provide the Service Provider with the use of the area being at its disposal for the installation of the Products and, if necessary, the use of its employees by the Service Provider to the extent necessary, as well as the conditions for safe working. The Customer shall be liable for any adverse consequences of failure to do so.

6. TERMS OF PAYMENT

6.1 General terms, prices and fees

6.1.1 In connection with the Products the Customer shall pay the Service Provider purchase price (hereainafter referred to as: „Purchase Price”) and for the use of the Software an operating fee (hereainafter referred to as: „Operating Fee”) and other charges related to the use of the Service (hereinafter together referred to as: „Fees”).

6.1.2 The amounts of the Fees are set out in the fee schedule (hereinafter referred to as: “Fee Schedule”), which forms an integral part of these GTC and enclosed as Annex no 3. The Service Provider shall also display the Fees on its Website for information purposes only. In the event of any discrepancy between the prices or charges set out in the Fee Schedule and the amounts displayed on the Website, the Fee Schedule shall prevail.

6.1.3 The amount of the Fees are always be indicated in Hungarian Forints (Ft / HUF), and the Service Provider shall clearly indicate for to the Customer that the Fees are subject to payment of value added tax. 

6.1.4 The Purchase Price includes the costs of delivery and packaging of the Products. The Service Provider reserves the right to charge a fee for delivery. If the Supplier charges a fee for delivery, it shall indicate this to the Customer in the Offer. 

6.1.5 If, despite all due care and diligence of the Service Provider, for any reason (e.g. system error), the Fees are indicated incorrectly, the Service Provider is not obliged to provide the Service at the incorrect price, but may offer the Customer the correct and actual price, in the knowledge of which the Customer may withdraw from the Order. If the Customer does not withdraw, it shall be obliged to pay the actual price for the Service as indicated by the Service Provider.

6.1.6 The prices shall be considered to be indicated incorrectly especially but not limited to the following cases: 

– obviously incorrect or unrealistic amount which differs significantly from the price of the Service which is generally known, accepted or customary in the market;
– a fee of HUF “0” Ft or HUF “1” that may appear due to a system error;
– other amounts showing a significant imbalance

6.1.7 To the fullest extent permitted by law, the Service Provider excludes any liability arising from data entry errors, incorrect, erroneous, etc. price indications.

6.1.8 The Service Provider reserves the right to change prices at its sole discretion. The Customer further acknowledges that the fees for the use of the Service may change if a public body or government authority imposes any taxes, duties or similar charges on the Service or as an example increases the rate of VAT. As a general rule, price changes shall not apply to Orders already placed, except where justified by changes in the circumstances of the Service Provider or subsequent changes in the circumstances relating to the Service, in which case the Customer shall have the right to cancel the Order within 5 working days of the date of the Service Provider’s notice of the changes in pricing. If the Customer fails to respond to the notification, the Service Provider it shall be deemed to have accepted the change of prices.

6.1.9 The Service Provider may, at its sole discretion, decide to grant a discount on the Fees in general, or for a specific period, or to a specific Customer (under certain circumstances), but it is not obliged to do so and the Customer may not claim such discount. Where a discount is applied, the Service Provider shall in all cases indicate the original price and the discounted price and, where applicable, the amount of the discount applied. The Service Provider shall publish the discount on the Website or in the Offer sent to the Customer. The Service Provider shall be entitled to withdraw the discount at any time. 

6.2 Payment

6.2.1 The Customer shall pay the Fees for the Service Provider by wire transfer.

6.2.2 The Service Provider informs the Customer that if the Purchase Price (including VAT) does not exceed HUF 1.000.000 the Purchase Price shall be paid to the Service Provider in one lump sum within the period specified in the Offer. 

6.2.3 The Service Provider informs the Customer that if the Purchase Price (including VAT) exceeds HUF 1.000.000 the Purchase Price shall be payable to the Service Provider in two equal instalments, according to the schedule set out in the Offer.

6.2.4 The Operating Fee shall be paid by the Customer for the Service Provider monthly in advance.

6.3 Invoicing

6.1 If paid in accordance with Section 6.2.2 the Service Provider shall issue an invoice for the amount of the Purchase Price, which shall be sent to the Customer by e-mail to the e-mail address used when the Order was placed. The Customer shall pay the Purchase Price within the deadline indicated in the invoice and transfer to the bank account of the Service Provider indicated therein.

6.2 If paid in accordance with Section 6.2.3 the Service Provider shall issue a proforma invoice for the first instalment of the Purchase Price, which shall be sent to the Customer by e-mail to the e-mail address used when the Order was placed. The Customer shall pay the amount indicated in the proforma invoice within the deadline indicated therein and by transfer to the bank account of the Service Provider indicated in proforma invoice. After the settlement of the proforma invoice the Service Provider shall issue an invoice for advance payment, which shall be sent to the Customer as described above, but shall not require any financial performance by the Customer. Upon payment of the second instalment of the Purchase Price by the date specified in the schedule of the Offer, the Supplier shall issue a final invoice for the amount of the Purchase Price less the amount of the invoice issued in connection with advance payment.

6.3 The Service Provider shall issue an invoice for the amount of the Operating Fee to the Customer monthly in advance, by the first day of the subject month, which shall be sent to the Customer by e-mail to the e-mail address provided by the Customer when creating the user account for the Software.

The Service Provider issues its invoices electronically in connection with which by accepting the terms of this Agreement the Customer declares that it gives its consent for the use of an electronic invoice in accordance with Article 175 Section (3) Point  b) of Act CXXVII of 2007 on Value Added Tax.

6.4 Late payment

6.4.1 If the Customer is in significant delay with the payment of the Fees, i.e., if the Customer is in delay with more than 5 working days, the Service Provider may, at its sole discreation, terminate the relationship under these GTC with immediate effect or, if possible in relation to the Service, limit or suspend the provision of the Service until the Fees are paid. The termination of the legal relationship under these GTC by the Service Provider shall not affect the Service Provider’s claim to the Operational Fee, which the Customer shall be obliged to pay even after the termination of the legal relationship.

6.4.2 Shall the Customer be in default with the payment of the Fees, the Service Provider shall be entitled to a default interest. The default interest rate shall be the base rate of the Central Bank of Hungary applicable on the first day of the semester in which the delay occurred, or, if the payment is to be made in a foreign currency, the base rate of the central bank of the issuing the currency concerned, or, in lack of this, the money market rate plus eight percent. The Customer’s delay shall exclude the delay of the Service Provider.

6.4.3 If the Customer fails to pay the invoice issued by the Service Provider, in accordance with Article 3 Section (1) of Act IX of 2016 on Recovery Costs the Customer shall pay to the Service Provider, a collection fee per invoice affected by the delay, equal to the HUF equivalent of EUR 40 exchanged on the intermediate exchange rate of the Central Bank of Hungary applicable on the day following the payment deadline, The payment of this collection fee shall not affect the other legal consequences of the Customer’s delay and the Customer shall also compensate the Service Provider for any damage exceeding the collection fee.

7. DELIVERY AND HANDOVER

7.1 The Service Provider informs the Customer that the Products will be delivered to the place designated by the Customer in the Order by courier service. The Service Provider may, at its own discretion, decide to fulfill the delivery itself, but is not obliged to do so. 

7.2 The Service Provider uses the following courier services to deliver the Products to the Customer:

Nazwa firmy: GLS General Logistics Systems Hungary Csomag-Logisztikai Korlátolt Felelőssségü Társaság
Registered seat: 2351 Alsónémedi, GLS Európa utca 2., Hungary
Nr KRS: 13-09-111755
NIP: 12369410-2-44
Represented by: Krisztina Éva Tarnóczi and Gergely Farkas managing directors along with György Oreskó and Attila Csaba Balázs company managers jointly
Telefon: +36 29 886 670
Fax: +36 29 886 610
E-mail: info@gls-hungary.hu 
Web: https://gls-group.eu/HU/hu/home  
(hereainafter referred to as: „GLS”)

For the delivery of Products the terms and conditions of GLS are applicable which available at  https://gls-group.eu/HU/hu/altalanos-uzleti-feltetelek 

GLS delivers the products in Hungary and also abroad.

Personal, on-premises delivery is not possible.

Neither the Service Provider nor GLS shall be held liable for delays caused by data entry errors, typos or incorrect addresses. If the Customer discovers incorrect data entry after placing the Order, the Customer shall notify the Service Provider immediately and at the same time provide the correct data to the Service Provider or GLS. In the event of failure to do so, neither the Service Provider nor GLS shall not be liable in any way. 

The Customer acknowledges that, if it is not at the address given at the time of delivery, delivery may be made by a third party (receptionist, porter, neighbour, employee, etc.). In the event that the Products cannot be delivered either to the addressee or to a third party, the return and re-delivery will be carried out in accordance with the general terms and conditions of GLS.

If the Customer designates a non-home type delivery address (e.g. workplace, health care facility, hotel, camping, holiday village, retirement home, etc.), delivery will be made according to the current rules of the institution. When delivering to such a location, please provide the room number or other information to facilitate delivery or to identify the recipient. Deliveries to such locations can only be guaranteed by the Service Provider or GLS up to the reception desk.

For special locations (e.g. airports, ports, train-bus stations, other unspecified locations, etc.), neither the Service Provider nor GLS will make deliveries.

The ordered Products shall remain the property of the Service Provider until the Customer has fulfilled its obligation to pay the purchase price in full.

By accepting the provisions of these GTC, the Customer acknowledges that the data required for the delivery will be transmitted to GLS.

7.3 The Customer acknowledges that the Products will be handed over to GLS only after the Customer has fulfilled its obligation to pay the fee for the Service in accordance with these GTC.

7.4 Given that the delivery is carried out by a third party on behalf of the Service Provider, the Service Provider cannot guarantee the time of delivery or the delivery deadline. Furthermore, by accepting the provisions of these GTC the Customer acknowledges, that there is no possibility to specify the desired time of delivery. Notwithstanding the foregoing, the Service Provider shall do its utmost to fulfil the Customer’s Order as soon as possible, however, since it cannot guarantee the time of delivery as stated above, the Customer shall not be entitled to make any claim against the Service Provider for any delay resulting from the delivery.

7.5 GLS will always inform the Customer of the exact time of delivery.

7.6 After the delivery and acceptance of the Products, the Customer shall carry out a quantitative and qualitative inspection of the Products and shall immediately report any visible defects. Any defects not otherwise visible shall be notified within 5 days of receipt of the Products.

7.7 The Service Provider informs the Customer that as a general rule the installation of the Products will not be carried out by the Service Provider, but the Service Provider will provide the Customer with user instructions and instructional videos to assist the installation, based on which the Customer may carry out the installation of the Products itself. The Service Provider shall not be liable if the Customer disregards or deviates from the instructions in the user manual and the instruction videos during the installation of the Products. If the Customer requires further assistance with the installation in addition to the above, it shall notify the Service Provider’s customer service in the manner and using the contact details specified in Chapter 14. 

7.8 Notwithstanding the provisions of Section 7.7 above, the Service Provider may, at its sole discretion, and in particular if justified by special circumstances, decide to provide personal, on-site assistance for the installation of the Products, but shall not be obliged to do so. By accepting the provisions of these GTC, the Customer acknowledges and accepts that the Service Provider may charge the fees for on-site installation as set out in the Fee Schedule.

7.9 The Service Provider shall provide access to the Software related to the Products and its user interface after payment of the fee specified in the Offer and, if applicable, the first instalment of the fee in accordance with these GTC, by sending the link to the online user interface of the Software and the link to create a user account through registration to the Customer’s e-mail address used when placing the Order. The Software can be used by creating a user account by means of registration.

8. CONFIDENTIALITY

8.1 Parties acknowledge that existence of this Agreement and any facts, information, other data, and any other information related to the operation and activities of the other party, or any fact, information, other data or collection made from the latter which is related to the activity and the software development carried out by the parties and the obtaining, utilization of which or its disclosure to others would be detrimental to or would jeopardize the legitimate economic, financial, market or security interests of the parties got known by the parties during the fulfillment of the obligations under the GTC constitutes a business secret of the parties. In this regard, business secrets include, but are not limited to:
a) know-how,
b) software source code
c) information about the parties’ employees, subcontractors, partners, suppliers
d) information regarding the parties’ financial and other business operations and transactions etc.

8.2 The obligation of confidentiality shall not apply, in particular to information in connection with which either of the parties can prove that:

– was or is now in public domain or which has become public knowledge through no fault of the parties;
– developed independently by either Party without the use of confidential information of the other Party;
– the information was obtained from a third party who was not under a duty of confidentiality with respect to the information; 
– acquired the information without being under a duty of confidentiality; or
– the disclosure of the information is required by a legal provision to which that party is subject

8.3 The parties shall treat any secrets of which they become aware in accordance with applicable law and this Agreement. The parties agree that they shall not, in the course of their confidentiality obligations, make improper use of the information disclosed to them, nor disclose, transfer, communicate or divulge it to any unauthorised person.

8.4 The parties shall keep the information disclosed to them during the performance of this Agreement confidential for an unlimited period of time and shall not disclose it to any third party without the prior written consent of the other party.

8.5 The obligation of confidentiality shall continue to apply indefinitely after the termination of this Agreement for any reason and shall remain fully effective.

8.6 An exception to this requirement is the disclosure of any of the above details by the party in order to meet its statutory obligation. The parties further undertake to inform each other promptly of any disclosure of aforementioned information to a court or authority upon a lawful request by a court or other authority acting within its jurisdiction.

8.7 Confidentuality shall not limit the right of the parties to inform their professional legal adviser and accountant of this Agreement and its contents given that it extends the obligation of confidentiality to such persons. The parties agree that they shall be responsible for the privacy and confidentiality of their professional legal counsel and accountant as their own.

8.8 By accepting the terms of this Agreement the parties furthermore confirm that they consider the provisions of Article 4 of Act LVII of 1996 on the Prohibition of Unfair Market Practices and the Restriction of Competition as binding and that they are aware of the provisions of Article 1 Section (1) of Act LIV of 2018 on the protection of business secrets (hereinafter as: “Act on Secrets”), and they are familiar with the provisions of Act CXII of 2011 on Informational Self-Determination and Freedom of Information and the Act on Secrets regarding business secrecy and sanctions applicable to its breach. The parties further declare that they are aware of the provisions regarding violation of business secrets of Act C of 2012 on the Criminal Code and the Act on Secrets.

8.9 The parties acknowledge that, in addition to any other legal consequences, they shall be liable to each other for damages for any breach of confidentiality under this clause.

8.10 The parties establish that it is not a breach of confidentiality if the Service Provider refers to the Customer as a reference to any third party.

9. LIABILITY AND ITS LIMITATION

9.1 The Customer shall be liable for any damage resulting from any unprofessional and incomplete information provided by it.

9.2 The Service Provider shall not be liable for any damages if the Customer operates the Products or the Software in a manner different from that specified in the user manual or the instruction videos or uses them in a manner different from the intended purpose.

9.3 By accepting these GTC, the Customer acknowledges that the maximum extent of the Service Provider’s liability is equal to the amount of the Fee payable by the Customer for a given Order under this Agreement.

9.4 The Customer further acknowledges that the Service Provider is not responsible for the unavailability of the Software if it is caused by:

– server error;
– internet connection error / unavailibility; 
– improper functioning or failure of the Customer’s hardware;
– errors generated by the Customer’s operating systems, drivers, other installed
– programs, applications (especially anti-virus, firewalls, other security software);
– improper use;
– any other technical fault not attributable to the Service Provider; or
– force majeure

9.5 The Service Provider applies appropriate and reasonable technical and security measures to maintain the security of the Software it creates, to ensure that it is protected against viruses, trojans or similar threats and that it functions properly. However advanced the technology used by the Service Provider, no security system is impenetrable. The Service Provider draws the attention of the Customer to the fact that it will do its utmost to protect its system with the latest technical means (both physical and software), but cannot guarantee from a technical point of view that malicious third parties will not intercept the information provided within the software.

9.6 The operation of the Software may be subject to limitations and other problems as a result of the use of the internet, the Customer’s internal network or other internal networks and electronic communications, including faulty, unconnected or out-of-range, disconnected or non-functioning devices used by Customer. The Service Provider shall not be liable for any delay, errors, damage or (data) loss resulting from such problems.

9.7 The Service Provider handles the information on the Website with due diligence, they have been placed in good faith, however, it is for informational purposes only and the Service Provider is not responsible for the accuracy and completeness of the information, for any errors or mistakes in its database.

9.8 The Website and the Service may contain links to other service providers’ sites, but the Service Provider is not responsible for the activities and data protection compliance of these service providers and does not control their content. The Customer agrees that the Service Provider shall not be liable, directly or indirectly, for any damages or losses arising from the use of the content or services of such websites or services. 

9.9 With the exceptions provided for by law, the Service Provider shall not be liable for the legal compliance and content of any advertisements, promotional materials or other information placed by third parties on the Website or in the Software. The party in whose interest the advertisement was placed shall be liable for such content. Irrespective of the foregoing, if the Customer notices any objectionable content on the Website, it shall immediately notify the Service Provider thereof. If the Service Provider, acting in good faith, considers the report to be justified, it shall be entitled to delete the information or amend it without delay.

9.10 For the purposes of this Agreement, force majeure is any extraordinary event that is beyond the control of the parties that occurs after accepting present GTC and which makes it impossible or delay the fulfillment of their obligations and which the parties could not have foreseen or prevented at the time of concluding the Agreement or before that, and which cannot be traced back to the conduct or omission of the contracting parties. The following, in particular, but not limited to, shall be considered as force majeure:

– natural disasters (eg floods, earthquakes, storms);
– fire, explosion, mass illness (epidemic);
– government action;
– war, acts of war (whether or not there is a state of war);
– revolution, insurrection, riots, civil war, or acts of terrorism;
– general nationwide strike;

It does not constitute a breach of contract if the contractual performance of the obligations is prevented or limited by force majeure.

In the event of force majeure, the party which has become aware of it shall immediately notify the other party in writing. In the event of force majeure exceeding 10 working days the party affected with force majeure shall indicate the expected date of performance. The party that becoming aware of an event of force majeure shall be liable to the other party for any damage resulting from the failure to provide the above information.

In the event of force majeure, the time limits for performance set out in the Agreement or otherwise agreed by the parties shall be extended by the period of time during which the parties are unable to perform due to the event constituting force majeure. If the delay exceeds 15 working days, the parties shall agree on a new time limit for performance as set out above.

Following the end of a force majeure event, the party in default shall resume performance as soon as possible in order to prevent further delay.

9.11 By accepting the provisions of these GTC, the Customer acknowledges that (damage) claims against the Service Provider – contrary to the general rules governing the statute of limitations – shall be time-barred in one (1) year after the (damage) event occurred, after which the possibility of legal action against the Service Provider are excluded. The aforementioned provision shall not affect the enforcement of warranty claims and the deadlines for the enforcement thereof. 

10. WARRANTIES AND GUARANTEE

10.1 The Service Provider informs the Customer that under the relevant laws the Customer may exercise its warranty and guarantee rights in respect of the Products against the manufacturer or distributor of the Products. Accordingly, the Customer may exercise its rights under warranty and guarantee against the Service Provider as the distributor of the Products.

10.2 The Service Provider provides a 5 years guarantee for the Products.

10.3 The provisions of Act V of 2013 on the Civil Code shall prevail to warranty rights and guarantee and the exercise of the rights and the content of the rights, provided that since the Customer is not a consumer, the provisions of the Civil Code governing warranty in case of consumers and the provisions of Government Decree no. 151/2003 (IX. 22.) on the mandatory warranty for certain consumer products shall not apply. 

10.4 If the Customer requests the repair or replacement of the Products, or if the Customer exercises its right of withdrawal in connection with the Order, it shall return the Products to the Service Provider at its own expense to the address 6000 Kecskemét, Budai utca 19. 2. em. 5. The Customer shall return the defective Products affected by the complaint to the Service Provider in a clean condition, except for usual wear and tear resulting from everyday use, and in good condition, preferably in its own packaging. The Customer shall also be obliged to notify the Service Provider of the defect of the Product and of any warranty claim at the time of return.

10.5 In addition, the Service Provider warrants that the Products will be fit for their intended purpose after installation according to the information provided by the Service Provider.

11. INTELLECTUAL PROPERTY

11.1 The Service provided by the Service Provider to the Customer under this Agreement, namely the right to use the „Foliavezérlés” system as a software (hereinafter also referred to as: „Software”) is a copyrighted work and thus protected by copyright and is subject to the provisions of Act LXXVI of 1999 on Copyright (hereinafter as: „Copyright Act”). The Software is the own individual development of the Service Provider, and as an author the personal and proprietory rights related to the Software are without limitation owned by the Service Provider. 

11.2 Under Article 9 Sections (2) and (3) the personal and proprietory rights related to the Software as a copyrighted work are not transferable, nor can they be transferred to a third party in any other way, and the author cannot waive them, these rights belong to the Service Provider. Based on the latter, the Service Provider has the right to have its name indicated as the author. In light of the foregoing, the Customer may not and will not acquire any ownership rights in the Software under this Agreement. 

11.3 Under Article 9 Section (6) and Article 16 Section (1) the exercising of proprietory rights attached to a copyrighted work may be transferred to a third party under an agreement. Pursuant to this Agreement, the Service Provider, exercising its proprietory rights, grants the Customer a the right of use in connection with the Software limited in territory for the territory of the country where the Products are installed but unlimited in time provided that the Customer fulfills all its payment obligations. Based on the right of use granted by the Service Provider, the Customer and its employees and subcontractors become entitled to use the Software. The Customer is only entitled to use the Software in the course of its business operation, in accordance with its intended purpose and exclusively for its own business purposes.

11.4 With respect to that the Customer does not acquire any other proprietory rights under this Agreement other than the use of the Software, with the exception of those involved in the conduct of its business activity the Customer may neither transfer or make available the use of the Software or the related documentation to a third party (except its employees and other third parties contributing to its activity), either free of charge or for a fee. nor entitled to authorize, duplicate or distribute, sublet, place on the market, process, modify, alter the Software or make available to the public in any way other. Furthermore, the Customer is not entitled to disassemble, decompile, construct, analyze or otherwise inspect the Software. The Customer may not decipher the source code of the Software and may not search for source code, object code or basic structures or algorithms. The Customer must do everything possible to prevent the previous prohibited operations from being carried out by third parties.

11.5 Violation of the provisions of this chapter is considered a serious breach of contract, due to which the Service Provider is entitled to terminate the Agreement with immediate effect, and the Customer is obliged to indemnify the Service Provider fully in one lump sum at first notice.

11.6 The remuneration to be paid by the Customer under this Agreement includes the consideration for the right of use.

11.7 The Website and the Service, as well as the names Smart Green House and Fóliavezérlés (Polytunnel Control) and their graphic design, the user interface of the Software, photographs, logos, signs, videos, sounds, content, implementations and program codes on our pages are the intellectual property of the Service Provider and are protected by copyright. The Customer may use them only with the prior written consent of the Service Provider. Unauthorised use shall be considered a serious breach of contract and the Service Provider shall be entitled to terminate the legal relationship under these GTC and exclude the Customer from using the Software and to claim all damages from the Customer arising in this connection.

11.8 The Service Provider reserves all rights to all elements of its Service, in particular to the domain name https://foliavezerles.hu/, its subdomains, subpages and advertising spaces on the internet.

11.9 Any activity aimed at delisting, organizing, archiving, hacking or decrypting the Service Provider’s database is strictly prohibited. It is forbidden to modify, copy, add new data or overwrite existing data by bypassing the interface or search engines provided by the Service Provider, without a separate agreement or without using the service provided for this purpose.

11.10 The Service Provider shall be entitled to use logos, trademarks, signs and other protected content placed on the Website, in the Software and other interfaces operated by the Service Provider, which do not originate from the Customer, but from other third parties as rightholders and which are their property, and which have been placed with the consent of the rightholders. Neither the use of the Website or the Service nor any provision of the GTC shall grant the Customer any right to use or exploit in any way any trade name, sign or trademark contained in the Website, the Software or any other interface owned by the Service Provider. 

11.11 By accepting the provisions of these GTC for the purposes detailed in Section 8.10 above the Customer grants the Service Provider a limited right of use of its logo and other mark free of charge to the extent necessary for the provision of the Service for the duration of the legal relationship under these GTC to display them on the Website or other platforms of the Service Provider. The right of use does not include the right of reworking, but the Service Provider informs the Customer that any modification (e.g. resizing) of the logo, other marks, etc. which does not affect the essential elements of the logo or mark and which is indispensable for the provision of the Service or the proper display of the marks shall not be considered as reworking.

12. DATA PROTECTION AND PRIVACY

12.1 The legal ground for the processing of personal data related to this Agreement is the conclusion and the fulfillment of this Agreement, as well as keeping contact for the implementation of the cooperation or for example in case of invoicing compliance with the legal provisions. The parties are considered to be data processors in respect of personal data relating to them and sent to the other party for a specific purpose (especially the fulfillment of this Agreement and to keep contact) and in the course of their data processing activities, other data processors are not used in accordance with the applicable data protection legislation. The parties undertake to process the personal data become known to them in respect of the other party in accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, hereinafter as: “GDPR”) and Act CXII of 2011 on information self-determination and freedom of information (“Infoact”) and other laws on data protection and confidentiality and neither during the existence of this Agreement nor thereafter shall they use the data for other purposes than in connection with the relationship established by this Agreement without the permission of the other party and they shall not use the data for their own use or for other third parties’ purposes or make them accessible to third parties. 
Additional and detailed information on processing of data may be found in the Privacy Policy of the Service Provider that is available at: [link]

12.2 Within the scope of their activity the parties are obliged to ensure the security of the data, and to take the technical and organizational measures necessary to enforce GDPR and Infoact and other laws on data and confidentiality. The parties undertake to protect the personal data provided by the other party by appropriate measures, in particular against unauthorized access, alteration, transmission, disclosure, deletion or destruction, and against accidental destruction and damage.

13. EFFECTIVNESS AND TERMINATION OF THE AGREEMENT

13.1 Present GTC becomes effecting from the date it is published on the Website and is created for an indefinite term.

13.2 The legal relationship for the sale of the Products under these GTC shall be concluded for a fixed term until the delivery of the Products, with the exception of the provisions on warranty and guarantee.

13.3 Due to the nature of the sale of the Products as a service, the Customer may not terminate the legal relationship established in relation to the sale and purchase of the Products by giving notice of termination, but may withdraw from the contract. The Customer may exercise its right of withdrawal within 30 days of receipt of the Products, provided that the Customer shall deliver its declaration of withdrawal to the Service Provider by the 30th day or, in the case of a declaration sent by post, post it no later than the 30th day. 

13.4 The Service Provider shall be entitled to withdraw from the legal relationship for the purchase of the Products without giving any reason prior to performance, but shall be obliged to reimburse the amounts paid by the Customer within 30 days of the notice of withdrawal. 

13.5 The legal relationship relating to the Software and the right of use granted by the Service Provider to the Customer in connection with the Software shall be concluded for an indefinite period.

13.6 A The legal relationship for the provision of services in connection with the Software shall be terminated upon the deletion of the user account by the Customer at the time of deletion.

13.7 If the Customer is obliged to pay a fee for the use of the Software and fails to pay the fee within 8 days of the due date, the Service Provider is entitled to restrict the Customer’s access to the Software or to certain functions of the Software. If the Customer’s delay in payment exceeds 30 days, the Service Provider shall be entitled to terminate the legal relationship for the provision of the Software with immediate effect and to delete the Customer’s user account. The Service Provider shall not be liable for any adverse legal consequences that the Customer may suffer as a result of the foregoing.

13.8 The Service Provider shall also be entitled to terminate the legal relationship for the provision of the Software under this Agreement and to delete the Customer’s user account if the Customer conduct violates the provisions of these GTC or any legal provisions or abuses the use of the Service. The Service Provider shall not be liable for any adverse legal consequences that the Customer may suffer as a result of the foregoing. 

14. CONTACTING, NOTICES, CUSTOMER SERVICE

14.1 Unless otherwise provided by these the official and primary used written communication between the parties is e-mail communication. For the purposes of this Agreement, any communication by facsimile shall not be deemed to be a written communication. The Service Provider designates the e-mail address hello@foliavezerles.hu as general contact. 

14.2 The Service Provider shall contact the Customer in connection with the performance of the Order at the e-mail address used by the Customer when submitting the Order or in connection with the Software at the e-mail address provided by the Customer when making the registration of the user account. 

14.3 If the Customer contacts the Service Provider from an e-mail address other than the one specified in Section 14.2 above, the Service Provider shall communicate with the Customer at this e-mail address, but by accepting the provisions of these GTC the Customer acknowledges that the Service Provider shall be entitled to refuse to reply if there is any doubt as to the identity of the sender of the message or the existence of the rights associated with a particular user account in relation to the Software.

14.4 The communication shall be considered to be served:

– in the case of personal delivery, upon handover;
– in case of e-mail, one day after sending;
– five days after posting, if sent by registered mail with delivery receipt
– if a notice is served after 8:00 a.m. to 5:00 p.m. Central European Time on a
– working day, the notice shall be deemed to have been served on the next working day

14.5 The parties are obliged to notify each other in writing immediately of any changes in their contact details. The defaulting party shall be liable for damages resulting from failure to notify.

14.6 In addition to the above, the Service Provider maintains a customer support service to assist with the installation, operation and use of the Products, configuration and other issues, and to address user questions and problems related to the Software.

14.7 The customer service is available at the following contact details and during the following periods:

14.8 Contact hours of the customer support: Monday to Friday between 8 a.m. and 4 p.m. (CET). The customer service is not available on public holidays and Hungarian national holidays (1st January, 15th March, Good Friday, Easter Monday, 1st May, Whit Monday, 20th August, 23rd October, 1st November and 25-26th December). Exceptions to the above may be made at the Service Provider’s sole discretion, subject to capacity, if justified by a particularly important reason.

14.9 Customer support e-mail: hello@foliavezerles.hu

14.10 Customer support phone number: +36 30 364 5018

14.11 Customer support postal address: 6000 Kecskemét, Budai utca 19. 2. em. 5., Hungary

14.12 If the customer service request is received by the Service Provider outside of the contact hours specified in Section 14.7.1 above, the request shall be deemed to have been received on the next customer service contact day.

14.13 In connection with customer service requests, the Service Provider undertakes to respond to the submitted error report no later than within 48 hours of its receipt (first response time). However, the latter does not mean that the problem indicated by the Customer will be resolved within this period as the solution of the problem reported by the Customer may take longer. The response period begins on the day that all the information needed to investigate the problem is available. The Service Provider will do its utmost to provide assistance and support to the Customer as soon as possible.

15. COMPLAINTS, ENFORCEMENT OF CLAIMS, (LEGAL) DISPUTE RESOLUTION

15.1 Shall the Customer have any problems with the Service Provider or the Service, it must report them primarily to the Service Provider’s customer service, as set out in Chapter 14 above.

15.2 The Service Provider informs the Customer that since the Service is provided to non-consumers as set forth in Section 3.2 of these GTC, the provisions of Act CLV of 1997 on Consumer Protection, in particular as the rules of consumer protection procedures, and the procedure of the conciliation body, shall not apply. Notwithstanding the foregoing, the Service Provider establishes the following rules in relation to the Customer’s complaint. 

15.3 The Customer may submit a complaint in writing via e-mail.

15.4 The Service Provider is obliged to respond to the complaint in writing within 30 (thirty) days of receipt and to take measures to communicate the response. If the Service Provider rejects the complaint, it shall state the reasons for its rejection.

15.5 The Service Provider does not keep a separate record of the complaints, the complaints are evidenced by the e-mail communication between the Customer and the Service Provider, which the Service Provider keeps for 3 (three) years.

15.6 If the Customer’s complaint is rejected by the Service Provider and the Customer considers that the rejection causes a violation of its rights, it may assert its claim in civil litigious or non- litigious proceedings before a court in accordance with Act V of 2013 on the Civil Code and Act CXXX of 2016 on the Code of Civil Procedure and other relevant legislation.

16. MODIFICATION AND AMENDMENT OF THE GTC

16.1 The Service Provider reserves the right to amend or modify these GTC in the event of the development, improvement, introduction or discontinuation of a Service, modification of the terms of an existing product or adaptation to applicable legislation, modification of the rates or payment terms, or for other similar purposes. The Service Provider shall inform the Customer of the amendment or modification at least 15 days before it enters into force. The Service Provider shall notify the Customer of the amendment to the GTC by publishing it on the Website or by e-mail. 

16.2 If the amendment or modification is detrimental to the Customer, the Customer shall be entitled to terminate the legal relationship under the GTC at the latest within five working days of the notification. Termination shall be effective as of the date on which the amendments enter into force.

16.3 If the Customer continues to use the Service after the expiry of the above deadline, the the amendment or modification shall be deemed to have accepted by the Customer.

16.4 Amendment are never retroactive and they does not affect any ongoing Orders.

16.5 The Service Provider shall make all amendments to the GTC and previous versions of the GTC available for download on the Website.

17. MISCELLANEOUS PROVISIONS

17.1 The fact that any provision of the present GTC is deemed invalid or is likely to become invalid in the future does not affect their validity as a whole. The remaining parts shall be construed and enforced without regard to partial invalidity. In such a case, the parties shall enter into negotiations in good faith in order to replace the provision with a provision closest to the economic concept of both parties. The same procedure must be followed in the event present GTC does not regulate an issue. 

17.2 Present GTC and its attachments constitutes the entire agreement of the parties ont he subject matter of present Agreement and it supersedes any former representation, conciliation agreements etc. regarding the subject of present Agreement.

17.3 The division of these GTC into chapters and the use of paragraph headings are for the purpose to ease reference and clarity and do not affect the interpretation of this Agreement.

17.4 Nothing in these GTC or in any Order shall be construed as creating a joint venture, partnership or mutual agency relationship between the parties. The Customer shall not enter into or be bound by any oral or written agreement on behalf of the Service Provider or otherwise bind the Service Provider without its prior written consent.

17.5 The Customer may not assign or otherwise transfer its rights or obligations under these GTC without the prior written consent of the Service Provider.

17.6 If the Service Provider does not exercise or only partially exercises any of its rights under this Agreement, it does not mean that it has waived the exercising of such right.

17.7 The Service Provider does not apply any term in these GTC that materially deviates from the law or from usual contractual practice, nor any term that deviates from any term that may have been previously applied between the Customer and the Service Provider. In view of the foregoing, the Customer shall not be informed separately.

17.8 In the event of their disputes arising from this Agreement, the parties shall try to resolve the problems arising primarily by negotiation. If no agreement is reached within a reasonable time to resolve the dispute arising from this Agreement, the parties set out the jurisdiction of the courts of Hungary and agree to resolve any disputes arising out of, or in connection with the breach, termination, validity or interpretation of this Agreement, depending on the value of the dispute before the court having competence specified by Act CXXX of 2016 on Civil Litigation Procedures.

17.9 For matters not regulated in present GTC the provisions of the Hungarian laws especially the provisions of Act V of 2013 on the Civil Code and other relavant legilsation shall prevail. The Service Provider draws the attention of the Customer to the fact that the mandatory provisions of the applicable legislation shall apply to the parties without any special stipulation.

Thank you for reading and using our Services!