General Terms and Conditions (Registered Seat)

MEYER & LEVINSON GROUP OF COMPANIES

(MEYER & LEVINSON KFT. – MEYER & LEVINSON INVESTMENT ZRT. – MEYER & LEVINSON ACCOUNTING KFT. – RIPORT APPLICATIONS KFT.)

H-1052 Budapest, Deák Ferenc tér 3. (Meyer & Levinson emelet)
Tel.: +36 1 445 1 445
Fax: +36 1 235 0406
info@meyerlevinson.com
www.meyerlevinson.com

GENERAL TERMS AND CONDITIONS FOR PROVIDING REGISTERED SEAT AND OTHER RELATED SERVICES

The present General Terms and Conditions (further referred to as: “GTC” or “Agreement”) contains

Company name: Meyer & Levinson Korlátolt Felelősségű Társaság
Seat: 1052 Budapest, Deák Ferenc tér 3. (MEYER & LEVINSON emelet)
Company registration number: 01-09-902076
Tax number: 14398209-2-41
Represented by: Zoltán István Kristó managing director
E-mail: info@meyerlevinson.com
Phone number +36 1 445 1445

(hereinafter as: “Service Provider”)

the general and detailed terms and conditions for registered seat services, service agency and other related services (further referred to as: “Services”) which is provided for legal entities, other companies without legal personality or other organizations or for foreign natural persons or for those not having a permanent Hungarian address or place of residence as client (further referred to as “Client”).

Present Agreement shall be interpreted together with its attachments.

The Client may get acquainted with the GTC and its annexes before the conclusion of the contract as they are published on the Service Provider’s website.

1. INTRODUCTIONS

1.1. The Service Provider hereby declares that it provides the registered seat service in a property that is neither owned by it nor does it have a right of use registered in the land register in respect of the property. The Service Provider is entitled to utilize the property located at 1052 Budapest, Deák Ferenc tér 3. (Meyer & Levinson emelet) (further referred to as “Property”) under an agreement concluded with the owner of the Property and under the permission of the owner it is entitled for providing registered seat services in the Property.

1.2. With respect to the beforesaid in Section 1.1 above and in accordance with Article 1 Section (5) Point b) and c) Decree no. 7/2017 (VI.1.) IM of the Ministry of Justice (hereinafter as: “Decree”) on registered seat service the Service Provider only provides the registered seat service for those Clients regarding whom it is registered as a service agent in the company registry or for those it also provides accounting services.

1.3. The Service Provider hereby declares that as a registered seat service provider under Article 1 Section (1) Point r) of Act LIII. of 2017 on prevention and combating of money laundering and terrorist financing (Aml.) its activity falls under the scope of Aml. with respect to which the Service Provider is obliged to make customer due diligence in the course of which it shall identify the representatives and the ultimate beneficial owners of the Client.

2. ACCEPTING THE PROVISIONS OF THE AGREEMENT, ESTABLISHMENT OF THE CONTRACTUAL RELATIONSHIP

2.1. The Client may indicate the intent to use the Service for the Service Provider electronically through the online form published at the website under the domain https://chats.landbot.io/v3/H-1046067-B62NI1A34462W0WU/index.html by providing the data indicated therein and by sending it to the Service Provider. Thereafter, based on the incoming data, the Service Provider shall prepare and send to the Client a data sheet (hereinafter as: “Data Sheet”) for electronic signature via the DocuSign system. By signing the Data Sheet through the DocuSign system, the Client accepts the provisions of present GTC as binding and the legal relationship for the provision of the Service is established between the parties. By accepting the GTC, the Client acknowledges that its provisions are binding. After the electronic signature of the Data Sheet by the Client, the Service Provider shall provide a copy of the present GTC to the Client.

2.2. The precondition for the establishment of the relationship regarding registered seat service is the identification of the Client’s representatives and ultimate beneficial owners in accordance with the provisions of the Aml. If the Service Provider is unable to execute the identification or during the identification it suspects that money laundering or terrorist financing occurred, the Service Provider is entitled to refuse cooperation and is not required to provide the Service to the Principal.

2.3. The legal relationship is established for an indefinite period, which shall commence on the day the Data Sheet was electronically signed by the Client through the DocuSign system, or other date indicated on the Data Sheet.

2.4. In accordance with Article 1 Section (3) of the Decree the establishment of the legal relationship under present Agreement shall be for a definite period only if the Client was also established for a definite period.

3. CONTENT OF THE SERVICE

3.1. In addition to the basic service (hereinafter as: “Basic Service”) described in Section 3.3 below the Service provided by the Service Provider consist of the additional, optionally pre-selected services chose by the Client and detailed in Section 3.4 (hereinafter as: “Additional Service”) and the occasionally occurring services detailed in Section 3.5. that are provided under the Client’s individual order (hereinafter as: “Ad-hoc Service”) and if the Client requires then the administrative service (hereinafter referred as: “Administrative Service”) detailed in Section 3.6. that may be used by the Client in addition to the accounting services also provided for the Client by the Service Provider.

3.2. The Client may indicate the use of the Additional Services and the Administrative Service required in addition to the Basic Service on the Data Sheet by selecting and indicating the options indicated, while the use of the Ad-hoc Services given by their nature may be indicated to the Service Provider on the basis of separate, individual orders.

3.3. Basic Service

3.3.1. Within the framework of the Basic Service the Service Provider provides the following:

providing the Property for the Client as the registered seat address and issuing the statement necessary for the registration of this fact in the company register or other official register, thus ensuring the right to register the Property as the registered seat;
the receipt and takeover of official or other letters, postal or other documents, messages, packages sent without the obligation to pay (hereinafter collectively referred to as: “Consignments”) arriving at the Client’s registered seat address on the basis of an official postal authorization given by the Client;
Filtering unsolicited and bulk mailings (promotional materials, advertisements, flyers etc.)
upon receipt of the Consignments at the registered seat, the receipt and digitization of the Consignments in accordance with the instructions indicated on the Data Sheet, as well as their forwarding to the Client electronically and physicallyby post or providing the possibility of personal collection;
receive phone calls;
for a period of one hour cooperation during official inspections and house searches carried out in connection with the Client by the National Tax and Customs Administration and other authorities, as well as notification of the Client or the contact person indicated on the Data Sheet free of charge;
storage of the documents that shall be mandatorily held at the registered seat address under the Decree;
receipt of a remittance delivered by a postal service provider;
the provision of delivery agent services

3.3.2. The Basic Service contains the receipt and digitalization of the Consignments up to the limit of one hundred (100) consignments per month. Unsolicited, bulk mailings and fliers are included in the latter.

3.3.3. When receiving calls at the phone number of the Property the Service Provider only accepts telephone calls on behalf of the Client and at the same time informs the calling party that it provides only the registered office service for the Client and the Client is not actually present in the Property. With the exception of the authorities, the Service Provider discloses the contact details of the Client to third parties only with the prior permission of the Client. The Service Provider is not obliged to receive, record and forward messages received by telephone to the Client, the Client may use such within the framework of the Additional Service.

3.3.4. In accordance with Article 2 Section (1) of the Decree the Service Provider only stores the company documents, licenses and documents relating to the obligation to report data to the tax authorities and balance sheets of the Client.

3.3.5. If the official inspection by the authorities in connection with the Client exceeds the 1 hour period, or if any costs are incurred by the Service Provider in connection therewith, or this results in further participation by the Service Provider, such as attending to a witness hearing, the Client shall pay the related fees detailed in the Fee Schedule to the Service Provider.

3.3.6. Within the framework of the Basic Service for the takeover, receipt, digitalization and forwarding of the Consignments, the following general rules shall be applied:

The Service Provider performs the takeover and receipt of the Consignments under postal authorization given and signed by Principal;
Consignments will be received and forwarded to the Client in accordance with the instructions indicated on the Data Sheet;
In accordance with Article 3 of the Decree, the Service Provider notifies the Client of the arrival of the Consignments within 1 working day of their receipt by e-mail to the e-mail address recorded on the Data Sheet;
Consignments are sent by post on a weekly basis, on the last working day of the week, by means of a traditional, ordinary (unregistered) letter, due to which it is not possible to track the Consignments and with respect to which the Service Provider is not liable for any lost Consignments;
Personal collection of Consignments is provided on working days between 09:00 and 17:00;
Opening any Consignment is only done with the instruction of the Client given on the Data Sheet;
The Service Provider – If it is entitled to open them – does not check the content of the Consignments, it examines them only to the extent necessary for the performance of the Service and only in order to establish the data necessary for takeover, processing, forwarding or delivery;
With regard to the previous point, the Service Provider is obliged to accept the Consignment, it does not refuse to accept it, even if the Client wishes so. Exceptions to the above are Consignments subject to the obligation to pay a fee, the fee of which is not prepaid by the Service Provider, so it is entitled to refuse to accept them and for which it is not liable in any way;
The Service Provider digitalize the Consignments in black and white and in .pdf format;
The Service Provider shall not be liable to the Client for any damages arising in connection with the receipt or forwarding of the Consignments;
The Service Provider shall ensure the storage of Consignments qualifying as letters free of charge for 30 days from the date of receipt, after which the Service Provider is entitled to charge the fee indicated in the fee schedule (hereinafter: “Fee Schedule”) enclosed to present GTC;
The Service Provider shall ensure the storage of Consignments qualifying as packages (hereinafter as: “Packages”) free of charge for 5 working days from the date of receipt, after which the Service Provider is entitled to charge the fee indicated in the Fee Schedule;
Packages may only be collected personally. Forwarding Packages to the Client is only possible within the framework of the Ad-hoc Service and along with the payment of a separate fee.

3.3.7. By accepting the terms of present Agreement and by ordering the Service – unless otherwise provided in the Data Sheet – the Client grants a waiver of confidentiality for Service Provider regarding business, mail and private secrets in relation with the Services.

3.3.8. The Service Provider keeps an up-to-date register of documents received and kept for the Client.

3.3.9. The Client authorizes the Service Provider to take over the documents prepared in the course of an official inspection performed at the registered office by any authority and in the name and on behalf of the Client, and to forward them to the Client in accordance with the rules on forwarding Consignments.

3.3.10. The following rules are applicable for service agency:

If the Client’s member or senior official does not have a Hungarian address or residence address, or a registered office or branch, or if the Client requests it on the Data Sheet, the Basic Service also includes the provision of a service agency by the Service Provider to the aforementioned.
In case of service agency the Service Provider only provides the service for those natural or legal persons who are mentioned above and only in relation with official documents. Only the documents sent by the company registration court or other courts, notary, National Tax and Customs Office of Hungary and other Hungarian authorities or local government bodies shall be considered as official documents.
For the receipt and forwarding of the official documents the provisions of Consignments shall be applicable.
The service agency is at all times provided for a one year fixed term that may be extended for an additional one year period in writing with a declaration sent to the Service Provider at least 1 month prior to the end of the fixed term.
The service agency shall cease with the termination of the present Agreement or at the end of the fixed term. The Service Provider is entitled to terminate the service agency by extraordinary notice with immediate effect in the event of any serious breach defined in present Agreement.
In the event that the service agency is terminated, the Service Provider shall inform in writing the competent authorities, courts and other bodies of the termination of the service agency and if the Client does not inform the authorities, courts and other bodies about the termination of the service agency and about the new service agent within 15 days after termination the Service Provider will initiate a legal supervision process against the Client.

3.4. Additional Service

3.4.1. The Client has the opportunity to use various Additional Services in addition to the Basic Service, based on an individual order agreed in advance with the Service Provider and indicated on the Data Sheet.

3.4.2. The use of the Additional Service is subject to the payment of a fee, which must be paid in addition to the fee for the Basic Service. The fee for each Additional Service is included in the Fee Schedule.

3.4.3. The Client may use the following Additional Services:

Storage of Consignments for more than 30 days and Packages for more than 5 working days;
Digitization of Consignments in color;
Sorting of Consignments, which may be done:

a) sorting according to accounting logic,

b) sorting according to the forwarding of each Consignment to different recipients

c) sorting according to the rules specified by the Client,

Forwarding the Consignments to the Client’s accountant after sorting them according to the specified logic;
Sending / uploading the Consignments to the QUICK system after sorting them according to the specified rules;
Providing the Client a dedicated telephone number for receiving calls by the Service Provider, recording and forwarding messages received by telephone;
Forwarding Consignments differently from as it is specified in the Basic Service (for example, forwarding on a day other than the last business day of the week, forwarding at a different frequency, forwarding by registered mail with return receipt and / or priority, forwarding by courier, etc.)

3.5. Ad-hoc Service

3.5.1. The client has the opportunity to use occasional services that do not arise on a permanent basis. Such Ad-hoc Services shall be provided by the Service Provider on the basis of an individual, written order of the Client or an order submitted by telephone and confirmed in writing by the Service Provider.

3.5.2. Ad-hoc Services are subject to the payment of separate fees that are detailed in the Fee Schedule.

3.5.3. The Client may use the following Ad-hoc Services:

Forwarding of Consignments by express (on the day of arrival) postal or other courier services;
Forwarding the Consignments to a different address than usual
Forwarding of Packages to a specified address;
Searching for a given document among the Consignments received at any time dating back to the commencement date of the Service;
Receipt, digitization and forwarding of Consignments arriving in larger volumes than those included in the Basic Service;
Translation of a Consignment from a foreign language (English, German) into Hungarian;
Summarizing the contents of a Consignments;
Participation in an official inspection lasting more than one hour;
Preparing the content summary of the Consignments (in English and in Hungarian);
Simple translation of Consignments from English to Hungarian or from Hungarian to English.

3.6. Administrative Service related to accounting

3.6.1. If the Client so requests, it may use the additional Administrative Service related to the accounting services provided to it by the Service Provider under a separate agreement. The Service Provider also provides the Administrative Service to Clients for whom it does not provide a registered office service.

3.6.2. Within the framework of the Administrative Service, the Service Provider may perform the following tasks according to the needs of the Client:

Sorting documents, invoices, receipts, contracts, etc. required for accounting among the Consignments and forwarding them directly to the person responsible for the Client’s accounting.
Data clearing within the QUiCK system that helps with accounting.

3.6.3. The fees of the Administrative Service is contained in the Fee Schedule.

3.6.4. In case of data clearing within the QUiCK system, the Service Provider shall not be liable for any data lost.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. Under this Agreement the Client is entitled to

indicate and refer to the Property in its corporate data as its registered office;
register and refer to the Property as registered seat before authorities, courts and other organizations, which are in connection with its operation;
indicate the Property as registered office of the Client on business cards and letter papers; and
designate the Property as mailing address in the course of its operation.

4.2. The Service Provider undertakes to

place the Client’s company name plate at the entrance of the Property;
store and keep the documents set out in Section 3.3.4. of the present Agreement separately from other documents of the Service Provider;
not impede the administrative procedure in case of coercive measure regarding the registered seat of the Client, and the Service Provider shall notify the contact person of the Client at one of the contacts provided on the Data Sheet;
ensure to keep an up to date record of the Consignments received;

4.3. Under the present Agreement the Service Provider grants a partial and limited right for the Client to use the designated part of the Property for the purposes of registered seat where it also provides the opportunity for the Client to store the documents detailed in Section 3.3.4. separately from its own documents and the documents of other clients. Parties establish that under present Agreement the Client does not actually use the Property.

4.4. Pursuant to this Agreement, the Client does not have the right to designate the Property as a place of storage for documents in connection with its operation.

4.5. The Service Provider undertakes that within 5 days from signing the Data Sheet in a paper form or sending it back electronically it issues and hand over a declaration under which the Client becomes entitled to indicate and refer to the Property as registered seat, and based on which declaration the Client is entitled to register and refer to the Property as such before authorities, courts and other organizations.

4.6. In addition to the above, the Client is not entitled to use the Property in any other way differing from the above, or to hold meetings, store and maintain personal property or other movable property within the Property including the premises designated for storing the Client’s documents.

4.7. The Client is obliged to provide the Service Provider with the information and instructions necessary for the performance of the Service at the same time as signing and submitting the Data Sheet electronically (e.g. through the DocuSign system). The Client shall notify the Service Provider of the change of data immediately aer the change. The Client is entitled to modify the method of handling and processing the Consignment as it was previously recorded in the Data Sheet, provided that the Client sends or personally hands over the new Data Sheet to the Service Provider aer filling it and placing the signature of the Client’s representative on it with ink or in electronic form. The modification becomes mandatory for the Service Provider 5 working days aer the receipt of the new Data Sheet. Any additional costs arising from the change in the handling and processing of Consignments shall be borne by the Client.

4.8. For the purpose of smooth performance of the Service simultaneously with signing the Data Sheet the Client shall provide an e-mail address for communication between the parties and regardless of the delivery method of Consignments a postal delivery address. The contact between the parties will be made through the address given by the Client (hereinaer as: “Contact E-mail Address”) It is the Client’s responsibility to provide a Contact E-mail Address on which it is able to receive and check the e-mails and ensure that the e-mails cannot get to the junk/spam folder. The Client shall notify the Service Provider about the change in the Contact E-mail Address in writing at least 1 business day prior to the change. The Service Provider will use this Contact E-mail Address for every communication addressed to the Client. Every information and notification sent to this address shall be considered as received at the moment of sending and the payment deadline of the invoice shall be counted from that moment. If the Client does not notify the Service Provider about the change of the Contact E-mail Address in time or the e-mail address is unsuitable for receiving messages for any reasons attributable to Client the Service Provider shall not be held liable for damages arising from the lack of information and due to the failure to forward the Consignments. The payment obligation of the Client towards the Service Provider is independent from the above.

4.9. The Service Provider reserves the right that if the Client does not take over the Consignments within 30 days and / or the Packages within 5 working days then it is entitled to charge and invoice a storage fee indicated in the Fee Schedule for the Client.

4.10. In order to use the Property as registered seat the Client is obliged to initiate the relevant procedures – to prepare/amend and to submit the company documents to the competent company registry court – and to have the changes registered in the company registry. Should the Client fail to initiate the registered seat registration procedure before the company registry court and fail to confirm the commencement of such process towards the Service Provider within 45 days from the acceptance of the provisions of present Agreement then the present Agreement shall be repealed on the last day of the above deadline and the Service Provider shall be entitled to keep the service fee paid by the Client until then. The Client shall notify the Service Provider on the registration of the registered seat by the company registry court by handing over or sending the copy of the final and binding decision of the court. The Client acknowledges that the costs (lawyer’s fee, duty, publication fee) of the preparation/modification of the company documents and the cost of procedure shall be borne by itself and it cannot be charged for the Service Provider.

4.11. The Client undertakes to indicate a place of the central management of the company that differs from the registered address in the company’s deed of foundation or articles of association and in the company data of the Client in accordance with Article 7 Section (1) of Act V of 2006 on the company register, registration procedure and voluntary dissolution procedure (further referred to as “Company Registration Act.”).

4.12. In accordance with Point 1.7 of Annex 1 of Act CL of 2017 on the Rules of Taxation (“Taxation Act”) the Client is obliged to notify the tax administration on the registration or the modification of the registered seat within 15 days from the registration or the modification of it to the Property as registered seat by submitting the specific data sheet to the National Tax and Customs Administration.

4.13. In accordance with Article 2 Section (1) of the Decree the Client is obliged to provide the company documents, licenses and documents relating to the obligation to report data to the tax authorities and balance sheets to the Service Provider. Parties establish that the Service Provider stores only the above mentioned documents therefore it only keeps a record of these documents.

5. FEE OF THE SERVICE AND TERMS OF PAYMENT

5.1. The Client shall pay a fee for using the service. The amount of the fee for providing the Basic Service for the Client is EUR 50 + VAT / month in words fifty Euro + value added tax / month (hereinafter as: “Basic Service Fee”). Parties establish that – with the exception set out in Section 5.2. – the Client shall pay 6 (six) month Basic Service Fee to the Service Provider in advance (hereinafter as: “Current Period”).

5.2. The Client shall pay the Basic Service Fee by bank transfer within the deadline given on the related (proforma) invoice. The invoice on the Basic Service Fee shall be issued twice a year on 31st December and on 30th June for the periods from 1st January to 30th June and from 1st July to 31st December respectively. An exception from this rule is the issuing of the invoice related to the first Basic Service Fee which is issued on the effective date of the Service for the term starting on the effective date of the services until the starting date of the first full invoicing period.

5.3. Should this Agreement not be terminated until the end of the period already paid by the Client, then the Client is obliged to pay the Service Provider the Basic Service Fee with respect to the next 6 (six) month period in advance in accordance with the above provisions of this section.

5.4. The Basic Service Fee for the Current Period shall be paid for each commenced Current Period during the term of this Agreement. Taking into account the above, should this Agreement be terminated prior to the end of the period already paid by the Client then the Client shall not be entitled to any refund from the paid Basic Service Fee.

5.5. Shall the Client intend to use any service detailed in present GTC in addition to the Basic Service then the Service Provider is entitled to charge the fees detailed in the fee schedule (hereinafter as: “Fee Schedule”) attached to this GTC.

5.6. The fee for the Additional Service and the Administrative Service shall be invoiced by the Service Provider to the Client in advance on a monthly basis. On the first working day of each month, the Service Provider issues a proforma invoice, which will be sent to the Contact e-mail Address. The provision of the Additional Service and the Administrative Service is subject to the payment of the relevant fees. Shall the Client fail to settle the fee for the Additional Service and/or the Administrative Service, the Service Provider is entitled to suspend their provision – without the Basic Service being affected.

5.7. The Ad-hoc Services are invoiced when they occur, i.e. at the time of the order by the Client.

5.8. The Service Provider shall issue an invoice for all fees payable by the Client in accordance with the relevant legal regulations. If the Service Provider intends to send an electronic invoice to the Client, by accepting present GTC in accordance with Article 175 Section (3) Point b) of Act CXXVII of 2007 on Value Added Tax the Client gives its consent to the application of the electronic invoice.

5.9. By accepting the provisions of the Agreement, the Client gives its consent that if it has a debt towards the Service Provider then the Service Provider at the time of receipt of any cash delivered for the Client to the registered seat, the Service Provider shall settle its claim for any fee from the cash delivered. The Service Provider shall inform the Client by e-mail that a remittance has been received within 1 working day from its receipt and the amount of the Client’s debt due on the current value date and how the remittance was credited against the debt. The Client consents to the offsetting of the late payment of the fee indicated in this section and acknowledges it. If the Client receives a remittance, the Service Provider shall charge a cash processing fee, unless the amount of the remittance received by the Client is set off from the fee payable by the Client to the Service Provider in accordance with the rules of these GTC.

5.10. If the Client is in delay with the payment of any fees, the Service Provider is entitled to a default interest on arrears. The rate of default interest is the central bank base rate valid on the first day of the calendar semester affected by the delay increased by eight percentage points. The delay of the Client excludes the delay of the Service Provider.

5.11. If the Client fails to pay the amount indicated in the invoice issued by the Service Provider, the Client shall pay a Hungarian Forints amount equal to EUR 40 exchanged using the Hungarian Central Bank’s exchange rate applicable on the day following the payment deadline. Payment of this recovery flat fee does not affect the other legal consequences of the Client’s delay, and the Client is also obliged to compensate the Service Provider for damages in excess of the recovery flat fee.

6. TERMINATION OF THE AGREEMENT

6.1. Each party is entitled to terminate this Agreement both by ordinary and extraordinary notice.

6.2. Each of the parties entitled to terminate this Agreement by ordinary termination notice in writing sent to the other Party with a 30 days notice period; the terminating party shall not be required to justify such ordinary notice or provide any reasoning thereof. Under the provisions of Article 1 Section (3) of the Decree neither party is entitled to terminate the Agreement by ordinary notice within one year aer the Client accepted the terms of present Agreement.

6.3. Either party is entitled to terminate this Agreement with extraordinary notice with immediate effect upon the other party‘s material breach of the Agreement. Extraordinary termination notice shall be valid only in writing in a unilateral notice towards the other Party. Extraordinary termination shall properly be justified and the other party shall be informed thereon.

6.4. Failure to comply with the provisions of this Agreement shall constitute a material breach of contract. Material breach of contract shall include but be not limited to:

on behalf of the Client, failure to pay the Service Fee or a delay in payment exceeding 30 days;
if the Service Provider considers that the Client pursues illegal activity or a reasonable suspicion of criminal offense is brought against it or its chief executive officer or member;
if any suspicion against the Client regarding money laundering or terrorist financing occurs the Service Provider is entitled to refuse to provide the Service in accordance with the provisions of the Aml.
if the Client does not hand over the documents set out in Section 3.3.4. to the Service Provider;
in case the Client is subjected to dissolution proceeding ordered with the final decision of the court or forced termination proceedings is initiated against it

6.5. In case the Client fails to pay the fees it is obliged to, then along with sending the immediate termination notice, the Service Provider also notify the Client to pay all outstanding debts. Shall the Client pay its debt to the Service Provider within 3 days aer the receipt of the immediate termination notice, then the termination shall be terminated and considered as withdrawn.

6.6. The Service Provider shall also be entitled to terminate this Agreement with immediate effect if the Client for any reason cannot be contacted, fails to reply to notices sent to it, or the Client fails to accept the Consignments for a relatively long period (at least 1 month).

6.7. The Service Provider is also entitled to terminate the Agreement with an immediate termination notice if there is any change in the ownership structure of the Client, especially if such natural person / legal entity owners become the owners of the Client who are different from the owners indicated when establishing the relationship.

6.8. The Service Provider shall also be entitled to terminate this Agreement with immediate effect if the person responsible for the Client’s accounting notifies the Service Provider that he/she revoked his/her authorization as proxy because the Client failed to fulfill its data reporting obligations and/or is unavailable (at least for one month).

6.9. The Service Provider shall send its termination notice for the Client by e-mail to the e-mail address of the Client indicated on the Data Sheet while the Client shall send the termination notice to info@meyerlevinson.com. Communication by e-mail is accepted as an official form of communication between the parties. Termination by the Client or the Service Provider shall be deemed to have been delivered on the date of dispatch. In the event of an extraordinary termination by the Service Provider, the Service Provider shall not be obliged to provide the Service from the date on which the termination e-mail was sent.

6.10. In the event that this Agreement is terminated, the Service Provider shall inform the competent authorities, courts and other bodies in writing of the termination of the Client’s registered seat and if the Client fails to fulfill its obligation to report a new registered office within 15 days from the termination of the Agreement, the Service Provider shall initiate legal supervision proceedings against the Client. At the same time, the Client is obliged to inform the authorities, courts and other bodies in the manner and form prescribed by law.

6.11. Even if the legal relationship between the Parties had been terminated earlier the Client is obliged to pay the Service Fee until the new seat is registered in the company registry and it is visible in the company extract of the Client. The Service shall be construed as being provided as long as the registered seat of the Client in the company registry is the address of the Property provided by the Service Provider. The Shipments and the requests of authorities (visits) arrive to the registered seat of the Client that is indicated in the company registry until the change of company data has been registered therefore the Service is provided until such registration of changes. This fact results in costs and tasks for the Service Provider and the Service Provider shall be entitled to a service fee for the whole month to cover the costs of the Service provided. The Client has the exclusive competence to change the registered seat therefore it shall be held liable to change the registered seat before the termination of the Agreement. Therefore the Client is charged with the fee until the new seat is visibly registered in the company registry, (not until the time of the submission of request to register a new seat at the court of registration, but until the time it appears in the company register) even if the relationship between the parties has been terminated.

6.12. The Service Provider shall hand over the documents and their records as set out in Section 3.3.4. to the Client aer the termination of the Agreement.

6.13. In case of termination of the accounting service and the delivery agent service present Agreement shall cease without any further legal notice.

7. PROVISIONS ON DATA PROTECTION AND PRIVACY

7.1. 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 then 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.

7.2. 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.

8. CONFIDENTIALITY

8.1. 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 software development activity 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 GTC constitutes a business secret of the parties. In this regard, business secrets include, but are not limited to: a) know-how, b) information about the parties’ employees, subcontractors, partners, suppliers c) information regarding the Parties’ financial and other business operations and transactions

8.2. The parties shall be bound to use and process the secrets to which they are aware in accordance with the applicable legislation and the provisions of this Agreement. The parties affirm that, in the context of their duty of confidentiality, they shall not unfairly use, disclose, transfer, make available or publish information to any unauthorized person.

8.3. The parties shall keep the contents 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.

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

8.5. 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.

8.6. Confidentiality 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.

8.7. By signing this Agreement the parties furthermore confirm that they consider the provisions of Section 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 Section 1 Subsection (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.

8.8. The parties acknowledge that, in addition to other legal consequences, they shall be liable for damages in case of the breach of the confidentiality rules detailed in this section.

8.9. The Service Provider is obliged to enter into a confidentiality agreement with its employees and subcontractors with the same or stricter terms as included in present GTC.

9. AMENDMENT OF THE AGREEMENT

9.1. The Service Provider is entitled to unilaterally amend and modify the GTC however it is obliged to notify the Client in writing by e-mail sent to the address given on the Data Sheet at least 8 days prior before the modification becomes effective. The Service Provider shall indicate the date from which the modification becomes effective.

9.2. If the Client does not respond about the refusal of the modification within the deadline given in notification about the unilateral modification then the modifications shall be considered as accepted.

9.3. Parties are aware of the fact that the general terms and conditions become the part of the agreement only if the Service Provider has allowed the Client to learn its content. If the Client refuses the modification or amendment in writing towards the Service Provider then the Service Provider is entitled to terminate the agreement.

9.4. In case the Service Provider unilaterally modifies the GTC the notification on the modification shall at least contain the information as follows:

explicit reference to the modified points of the GTC;
the date from which the modification is effective;
if the Service Provider modifies the service fee, then the modified amount of the service fee;
the rights of the Client in case of the unilaterally modification by the Service Provider; terms and conditions of the termination.

10. MISCELLANEOUS PROVISIONS

10.1. Present Agreement enters into force on 1st September 2024 and is valid for an indefinite period.

10.2. If any provision of the Agreement is held to be invalid, or it likely to become invalid in the future, it shall not affect the validity of the Agreement. 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.

10.3. 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.

10.4. For the purposes of this Agreement, force majeure is any extraordinary event that is beyond the control of the parties that occurs aer 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;
epidemiological measures, in particular curfew restrictions, prohibitions and mandatory home office for employees ordered by any party, or any action taken by the parties in accordance with the proposals made by epidemiological experts to reduce personal contacts (suspension of tasks requiring personal presence).

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 deadlines for performance specified in present GTC shall be extended by the period until the parties are unable to perform due to the event of force majeure. If the delay exceeds 15 working days, the parties are obliged to agree on a new deadline for performance.

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.

10.5. The present GTC and all matters not regulated hereby shall be governed by Act V of 2013 on the Hungarian Civil Code and other relevant legal provisions.

10.6. The other party shall be explicitly informed of any general terms that differ substantially from the relevant legislation and from usual contractual practice, except if they are in line with any practice the parties have established between themselves earlier. The other party shall be explicitly informed of any general terms that differ substantially from any stipulations previously applied by the same parties. Such terms shall form part of the agreement only if the other party has expressly accepted them aer being informed about them. This Agreement does not apply any provision that differs materially from the law or regular contractual practice, nor any provision that differs from any condition previously applied between the Service Provider and the Client With respect to the latter Client will not be notified separately.

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

10.8. 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.

Appendix no. 1.

The fees and conditions of the Basic Services, Additional Services, Ad-hoc Services and Administrative Services as of 1st September 2024.

The fees indicated below are net amounts not including the amount of value added tax. If the service provider issues an invoice for the client for any of the services below, then value added tax is charged on them, therefore the client shall pay the following fees increased with the amount of VAT.

Fee of Basic Services:

Registered seat services	Duration	600 EUR / year
Receiving and digitizing Consignments (black and white scanning)	Within 24 hours	Included in the annual service fee
Forwarding Consignments to the given e-mail address	Within 24 hours	Included in the annual service fee
Forwarding Consignments to Hungarian address by ordinary mail	Once a week (on the last working day of the week)	Included in the annual service fee
Storing Consignments in case of personal collecting	30 days	Included in the annual service fee
Storing of Packages received by the Client	5 working days	Included in the annual service fee
Sorting of spams		Included in the annual service fee

Fees for Additional Services (optional):

Name of the Additional Service	Deadline for performance	0-30 units / month	31-60 units / month	61-100 units / month	100-200 units / month	over 200 units / month
Forwarding Consignments by ordinary mail + priority	Once a week (on the last working day of the week)	3 EUR / month	3 EUR / month	3 EUR / month	3 EUR / month	3 EUR / month
Forwarding Consignments as registered letter	Once a week (on the last working day of the week)	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee
Forwarding Consignments as registered letter + priority	Once a week (on the last working day of the week)	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee
Forwarding Consignments as letter with return receipt	Once a week (on the last working day of the week)	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee
Forwarding Consignments with return receipt + priority	Once a week (on the last working day of the week)	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee
Forwarding Consignments outside Hungary	Once a week (on the last working day of the week)	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee
Forwarding Consignments with courier	As agreed	Courier fee + 10% handling fee	Courier fee + 10% handling fee	Courier fee + 10% handling fee	Courier fee + 10% handling fee	Courier fee + 10% handling fee
Forwarding Packages	Once a week (on the last working day of the week)	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee	Postal fee + 10% handling fee
Storing of Consignments in case of personal collection	from the 31st calendar day	6 EUR / month commenced	6 EUR / month commenced	8 EUR / month commenced	8 EUR / month commenced	8 EUR / month commenced
Storing of packages (per package)	from the 6th working day	13 EUR / month commenced	13 EUR / month commenced	13 EUR / month commenced	13 EUR / month commenced	13 EUR / month commenced
Sorting letters to prepare accounting material	within 24 hours	8 EUR / month	16 EUR / month	32 EUR / month	64 EUR / month	Custom fee
Sorting letters in accordance with custom rules	within 24 hours	15 EUR / month	20 EUR / month	35 EUR / month	65 EUR / month	Custom fee
Forwarding of certain Consignments to e-mail addresses other than those specified in the Data Sheet	within 24 hours	8 EUR / month	8 EUR / month	13 EUR / month	13 EUR / month	13 EUR / month
Dedicated phone number + forwarding messages received on phone	within 24 hours	110 EUR / month	110 EUR / month	110 EUR / month	110 EUR / month	110 EUR / month
Scanning in color	within 24 hours	15 EUR / month	15 EUR / month	15 EUR / month	15 EUR / month	15 EUR / month
A brief summary of the letter in English or Hungarian	within 24 hours	3 EUR / letter	2.50 EUR / letter	2 EUR / letter	2 EUR / letter	Custom fee
Uploading documents to the QUiCK system, sorting, data clearing, matching them with Tax Authority data and preparing them for transfer	As agreed	16 EUR / month	52 EUR / month	105 EUR / month	210 EUR / month	Custom fee
Storing of paper-based documents (accounting materials, other documents)	n/a	16 EUR / month	19 EUR / month	21 EUR / month	32 EUR / month	Custom fee

Fee for Ad-hoc Services (optional):

Name of the Ad-hoc Service	Deadline for performance	Fee of the service
Forwarding of certain Consignments to e-mail addresses other than those specified in the Data Sheet	As agreed	6 EUR / occasion
Forwarding Consignments by ordinary mail + priority (express*)	As agreed	Postal fee + 20% handling fee
Forwarding Consignments as registered letter (express)	As agreed	Postal fee + 20% handling fee
Forwarding Consignments as registered letter + priority (express)	As agreed	Postal fee + 20% handling fee
Forwarding Consignments as letter with return receipt (express)	As agreed	Postal fee + 20% handling fee
Forwarding Consignments with return receipt + priority	As agreed	Postal fee + 20% handling fee
Forwarding Consignments outside Hungary	As agreed	Postal fee + 20% handling fee
Forwarding package with courier	As agreed	Courier fee + 20% handling fee
Appearance in official and / or court proceedings (Exceeding 1 hour)	n/a	40 EUR / hour
Official inspection at the registered seat with search warrant	n/a	400 EUR – 800 EUR / occasion
Search for electronic or paper-based document upon request	within 24 hours	3 EUR / occasion
Brief description of the content of the received document in English or Hungarian	As agreed	13 EUR / description
Handling of cash if it is not setoff against the claim of M&L	As agreed	3% of the cash received, minimum 3 EUR

* Express forwarding: Forwarding of Consignments on the day of arrival or according to the Client’s instructions.