General Terms and Conditions - Meyer & Levinson

MEYER & LEVINSON GROUP OF COMPANIES

H-1052 Budapest, Deák Ferenc tér 3. MEYER & LEVINSON emelet

Tel.: +36 1 445 1 445

Fax: +36 1 235 0406

www.meyerlevinson.com

GENERAL TERMS AND CONDITIONS REGARDING ACCOUNTING AND PAYROLL SERVICES

1. INTRODUCTION, ESTABLISHMENT OF LEGAL RELATIONSJIP

1.1 Present General Terms and Conditions (hereinafter as: “GTC” or “Agreement”) governs the conditions of the accounting and payroll services (hereinafter as: “Service”) provided by Meyer & Levinson Kft. (registered seat: H-1052 Budapest, Deák Ferenc tér 3. (MEYER & LEVINSON emelet), Hungary, company registration number: 01-09-902076, tax number: 14398209-2-41, represented by: Zoltán István Kristó as managing director, e-mail: info@meyerlevinson.com, web: www.meyerlevinson.com, hereinafter as: “Agent” or “Accountant”) which is accepted by its legal entity, other entity without legal personality and business associations principals (hereinafter as: “Principal”) as binding by filling and signing the data sheet and fee schedule (hereinafter as: “Fee Schedule”) that is an attachment of present GTC. The Agent makes available present GTC for the Principal by publishing it on its website.

1.2 By accepting the terms of present Agreement the Principal also accepts that the Accountant’s subcontractor regarding accounting services is MEYER & LEVINSON Accounting Korlátolt Felelősségű Társaság (registered seat: H-1052 Budapest, Deák Ferenc tér 3. (MEYER & LEVINSON emelet), Hungary, company registration number: 01-09-928027, tax number: 14964303-2-41, represented by: Zoltán István Kristó as managing director, e-mail: accounting@meyerlevinson.com, web: www.meyerlevinson.com, hereinafter as: „ML Accounting”), while regarding payroll services People 4 You Korlátolt Felelősségű Társaság (registered seat: 1142 Budapest, Ungvár utca 39. 1. em. 1 a., Hungary, company registration number: 01-09-378140, tax number: 28980111-2-42, reprsented by: Gyuláné Kulcsár as managing director, e-mail: berszamfejtes@meyerlevinson.com, hereinafter as: „ML Payroll”). The terms and conditions of ML Payroll regarding payroll services are contained in present GTC.

1.3 Any deviations from the provisions of these GTC, negotiated and expressly accepted by the Agent and the Principal, shall be set out in the Fee Schedule.

1.4 The Agent is a company validly registered in the Hungarian Company Registry by the Metropolitan Court of Budapest as court of registration. Parties establish that the Accountant or its employee, its contractor or the employee of its contractor, as may be provided under this Agreement, are authorized to provide accounting services as required under Government Decree 93/2002. (V. 5.) on the registration of accounting service providers.

2. SUBJECT OF THE AGREEMENT

2.1 Under present Agreement the Agent provides accounting services as provided under the provisions and principles of Act C of 2000 on accounting and as required by the Principal payroll management services for the Principal (hereinafter jointly referred to as: „Services“).

2.2 As a general rule the retainment only covers the provision of accounting services. If the Principal wishes to use payroll services also it may indicate it on the Fee Schedule.

2.3 The assignment under this Agreement includes all activities closely related to accounting and – if applicable – payroll management obligation that are mandatory for the Accountant under the abovementioned Act on Accounting but especially for the tasks provided hereunder.

2.4 Performance of the tasks by the Agent shall be performed in the following ways:

By using the Agent’s own systems;
By using the Principal’s system to which the Principal grants access for the Agent;
By using a system lawfully used by the Principal but created by a third party to which the Principal grants access for the Agent

The exact way of performing the Service is indicated in the Fee Schedule filled by the Principal.

Disregarding the above the tasks related to the performance of the Services are at all times done at the Agent’s premises with its own equipment and if necessary with the involvement of a subcontractor. The parties may deviate from this by separate agreement, which shall be set out in the Fee Schedule.

3. DESCRIPTION OF THE SERVICE

3.1 Accounting services

3.1.1 Upon the acceptance of this Agreement, the Principal shall make available to the Accountant the documents related to the company’s establishment and registration by the court, related to its tax and social security status, and its effective bank account and credit agreements, all of which are to be studied and copied by the Accountant. The Principal shall hand over to the Accountant all fundamental accounting records as well which are necessary for the takeover of accounting.

3.1.2 For the pruprose of keeping the Principal’s books in accordance with the prevailing laws the Principal shall provide to the Accountant all documents, accounting records and invoices (hereinafter referred to as: „Accounting Documents“) for the month in subject which are necessary for the comprehensive accounting until the date mutually determined by the Parties and recorded on the Fee Schedule. By accepting the provisions of present GTC, the Principal acknowledges that if the Accounting Documents are not made available to the Agent within the time limit set out in the Fee Schedule, i.e. if the Principal is late in providing the Accounting Documents, the Principal shall pay the relevant amount set out in the Fee Schedule as compensation for the additional work caused to the Agent as an administrative fee for the non-scheduled task.

3.1.3 As a general rule, the Accounting Documents may be made available to the Agent electronically by one of the following means:

By e-mail sent to the e-mail address designated by the Accountant;
Through the administrative or other similar system used by the Agent;
Through the administrative or other similar system used by the Principal to which the Principal grants access to the Accountant;
Through a system lawfully used by the Principal but created by a third party to which the Principal grants access for the Agent
by using the ancillary service related to the registered seat service provided by the Accountant to the Principal, by means of digitisation by the Accountant

In the case of choosing the method under Point e) above, the Accounting Documents are delivered on paper by the Principal to the Accountant, who then digitises them, and are therefore considered as electronic delivery for the purposes of these GTC. The delivery under Point e) is subject to the acceptance of the Principal’s general terms and conditions for the registered seat service and the payment of a separate fee. The detailed rules for this are set out in the General Terms and Conditions for Registered Seat Services.

3.1.4 In case in contrary to the provisions of Section 3.1.3. the Principal does not wish to provide the Accounting Documents electronically, it can be done in the following ways:

on physical form by handing over personally at the Accountant’s office;
by post to the address of the Accountant’s registered office

If the Principal chooses to transfer the Accounting Documents in accordance with this clause, it shall be subject to the payment of a separate fee as set out in the Fee Schedule. The Agent shall be entitled to charge the extra fee even if the Principal has otherwise chosen to transfer the Accounting Documents in accordance with the methods set out in Section 3.1.3, but nevertheless transfers them to the Agent in accordance with this Section.

The Agent informs the Principal that the Service does not include the storage of the Accounting Documents provided in physical form, the Agent shall store them free of charge for a maximum of 30 days after their processing or digitization, after which the Agent shall be entitled to charge the Principal the amount set out in the Fee Schedule and agreed in advance by the Principal.

3.1.5 The exact method of providing the Accounting Documents is set out in the Fee Schedule.

3.1.6 If based on the information available for the Agent regarding the Principal, especially on its operation or number of transactions justifies a certain way of providing the Accounting Documents, then the Agent is entitled to determine the method of providing them unilaterally in its sole discretion. By accepting the terms of present GTC the Principal confirms and accepts the method of providing documents that was detarmined by the Agent.

3.1.7 All documents which are necessary for the appropriate accomplishment of the Services shall be regarded as Accounting Documents, including but not limited to the following:

invoices on income issued by the Principal, either bank transfer or cash (invoices issued on paper and via internet);
invoices on expenses incurred at the Principal, either bank transfer or cash;
cashier’s receipts on income and expenses;
bank account excerpts of all existing bank accounts under effective bank account contracts,
all other documents which may be of material importance regarding accounting;
contracts and agreements on purchases, expenses, use of assets, bills of delivery, receipts, inventory lists.

The Principal shall be responsible for ensuring the completeness of the Accounting Documents, regardless of the manner in which the Accounting Documents are made available.

The Principal shall deliver the Accounting Documents to the Agent in a neat, clear and good condition. If the Principal does not provide the Accounting Documents to the Principal in the aforementioned condition, the Accountant shall be entitled to refuse to accept the Accounting Documents. For the avoidance of doubt, the term “good condition” in case of documents transmitted electronically shall mean that the Accounting Documents are openable, readable and the data contained therein can be ascertained and, in the case of Accounting Documents in paper form it shall mean that they are clean, readable and suitable for digitisation. If the Accountant refuses to accept the Accounting Documents as aforesaid, the Principal shall be liable and responsible for any resulting delay and such refusal shall not constitute a breach of contract by the Agent.

3.1.8 Subject to the fulfillment of the above obligations of the Enterprise, the Accountant hereby undertakes to accomplish the services as follows:

Keeping accounts in accordance with the laws applicable to the given company;
Preparing ledger-related analytics from the mandatory analytical records;
Calculating the Principal’s profit / loss;
Preparing the annual report and the tax declaration from time to time as necessary;
Compliance with data disclosure requirements under the applicable laws – based exclusively on documents (such as articles of association as deposited at the court of registration, court decisions and bank account and credit account contracts) and certified copies thereof made available to the Accountant or under the explicit written request of the Principal;
Preparing tax declarations in a timely manner, based on the accounting data as required by applicable laws;
Giving information on the tax payment obligations of the Principal;
Electronic communication with tax authorities;
Sending management reports to Principal made by the Agent using R!port application until the 12th day of the second month following the subject month;
tax advice for an additional fee (the fees of advising is contained in the Fee Schedule)

In connection with the provisions of Point i) above the Accountant establish that it does not constitute a breach of present Agreement if it informs the Principal beforehand that it is not able to send the management report until the deadline due to a reason which is beyond of its control.

The Accountant informs the Principal that as a general rule provided by law, it is the Princiapal’s responsibility to submit the annual report for the competent authorities. By signing the annual report and by providing all related documents the Principal authorizes and and instructs the Agent to submit the Principal’s annual report to the competent authorities. Taking into account the circumstances and regulations, the Agent shall determine the method of submission. The Accountant is obliged to submit the Principal’s annual report to the competent authorities after the written instruction only in case the Principal has made available to the Agent all Accounting Document or information required for its preparation and if the Principal has no debt towards the Accountant. If the Principal is in delay with the delivery of the necessary documents and information to the Agent and provides them after the deadline for submission of the annual report, the Principal shall be solely responsible for the legal consequences of the delay.

The provisions of Point h) above shall not be applied to product charges, international VAT refunds, Electronic Road Traffic Control System (ERTCS), matters to be dealt with at the National Food Safety Authority and the National Chamber of Agriculture and for matters to be dealt with through the personal or company gateway system other than the submission of the Principal’s reports.

3.1.9 The Accountant is not obliged to verify the compliance of the invoices or certificates provided by the Principal with the law, or to check the content, legal compliance or validity of the contracts.

3.1.10 The Agent shall provide the Principal with continuous consultation on tax and economic matters related to its business activities. It may be fulfilled via phone conversation during the office hours of the Agent or by personal consultation at a pre-arranged time or by the means of written answers to written questions and requests for opinions from the authorities. In the course of the consultation, the Accountant shall inform the Principal of the issues raised and shall also draw its attention to the foreseeable consequences of the matter. The limit of the Agent’s responsibility and its obligation is only the description of the possibilities, the decision on the merits is always the responsibility of the Principal, the consequences of which shall be bourne exclusively by the Principal.

The Agent informs the Principal that the Service Fee referred to in Section 6.2, but quantified in the Fee Schedule, includes a monthly consultation of 90 minutes per month, which is limited to answering technical questions related to the Service. The duration and remuneration of all other consultations, in particular but not limited to tax and economic issues, are set out in the Fee Schedule.

3.2 Payroll services

3.2.1 If the Principal notifies the Agent of such demand on the Fee Schedule the Agent shall perform payroll accounting tasks for the Principal.

3.2.2 The Principal shall provide the Agent with all the documents required for full payroll accounting for the subject month for the purposes of statutory payroll accounting, as detailed below:

data and details of previous work documents of new employees;
employment agreements, forms, statements related to start;
amendments of the employment agreements and statements regarding thereto, termination notices of any relationship;
agreements and statements with respect to the membership and retainment;
monthly records about working time;
details, signatory list, regulations of extra payment;
signed copies of monthly payroll documents, payroll lists, signatory list;
documents signed by leaving employees

3.2.3 The Accountant shall be responsible for the accomplishment of the payroll management services related to the employees of the Principal, with particular attention the following:

Monthly calculation of the employees‘ wages, the reductions thereof and the payable net salaries, based on the data of the workplace report;
Preparing payroll summaries and lists of salaries;
Preparing reports and summaries on social security payments (reports for public and private pension funds, health fund), and mailing them to the competent authorities;
Calculation of taxes and other charges related to wages, provision of financial information that are necessary for the compliance with these obligatons;
Keeping registers of administration and payroll management related to the individuals and the Principal.

4. OBLIGATIONS AND LIABILITIES OF THE PRINCIPAL REGARDING THE SERVICE

4.1 In order the Agent to be able to perform its duties in connection with the Service the person representing the Principal (managing officer) shall have / open a personal client gateway and for the Principal as a company shall register a company gateway. In order for the Service to be properly performed by the Agent and for the Agent to be able to fulfil its obligations under these GTC, the Principal shall add the Agent as a company gateway agent to the Principal’s company gateway. In the event of failure to do so, or until such obligation is fulfilled, the Accountant shall be entitled to suspend the performance of its obligations for which the company gateway access is required, for which the Accountant shall not be liable or which shall not constitute a breach of contract on its behalf.

4.2 During the existence of present Agreement the Principal shall:

maintain its own analytical records (e.g. vehicle records, contracts, serial numbered records, inventories, inventory tasks, cash register, petty cash records);
issue customer invoices, file its incoming invoices and related mails;
pay all taxes, contributions and other charges due on the basis of information supplied by the Agent

4.3 The Principal shall be liable for the content of the Accounting Documents provided to the Agent and the reality of the economic events contained therein, the authenticity and completeness of the documents, data and records provided. The Principal declares that the Accounting Documents issued to its name and handed over to the Agent contain expenses incurred only in the course of its business activities. The Principal acknowledges that the Agent is only required to account items to which a statutory document is attached. The Principal is responsible for the content and authenticity of the Accounting Documents.

4.4 The Principal is obliged to inform the Agent if it has domestic or foreign affiliated company relations as specified by Article 4 Point 23. of Act LXXXI of 1996 on corporate tax and tax on dividends. The reporting obligation is independent from that whether the Agent provides the Service for the affiliated company or not the obligation shall be fulfilled by the Principal even if the Agent provides the Service for the affiliated company.

Simultaneously with the notice the Principal shall provide the following information for the Agent:

name of the affiliated company;
tax number of the affiliated company;
turnover of the affiliated company for the previous business year (in lack of financial statement expected data of turnover);
number of employees of the affiliated company

The Principal shall fulfill its reporting obligation annually and regarding all of its affiliated companies.

4.5 The Principal shall also immediately notify the Agent if there is any changes occur in its affiliated company relations or in the above data to be provided. Furthermore the Agent annually by the 5th day of December sends a form for the Principal that serves to report the updates any changes in the data of the affiliated companies which the Principal shall send back within 5 days from receipt. The Principal shall fill the form and send it back to Agent regardless of the fact that there were any changes or not.

4.6 The Agent will make every necessary reporting to authorities based on the information received from the Principal.

4.7 If the Principal fails to fulfill its above reporting obligation then the Agent exculdes its liability to the maximum extent for any possible resulting consequences.

5. ENTRY INTO FORCE AND DURATION

5.1 The relationship under present Agreement enters into force by the acceptence of the GTC by the Principal and is concluded for an indefinite period of time unless otherwise agreed by the parties.

6. SERVICE FEES

6.1 The Accountant informs the Principal that at the time of the establishment of the contractual relationship, i.e. at the time of acceptance of these GTC by the Principal, the Principal will be charged by the Agent a so-called onboarding fee (hereinafter referred to as “Onboarding Fee”). The amount of the Onboarding Fee is set out in the Fee Schedule in accordance with Section 6.2. The Onboarding Fee shall include the fee for the first consultation provided to the Principal prior to the commencement of the provision of the Services, the fee for the training of the Principal on certain of the business systems used by the Principal and the system used for the delivery of the Accounting Documents, as well as the fee for any subscriptions (szamlazz.hu; Riport Quick, etc.) that the Accountant may purchase for the Principal.

The Agent informs the Principal that it will provide the Principal with a discount on the Onboarding Fee at the time of the conclusion of the contractual relationship by suspending the enforcement of the Onboarding Fee for a period of one (1) year as a general rule. If the Principal terminates the contractual relationship within this one (1) year period, the Agent shall enforce the Onboarding Fee against the Principal, but if the Principal terminates the contractual relationship after the one (1) year period, the Agent waives the Onboarding Fee and shall not enforce it against the Principal. Notwithstanding the foregoing, in the event of termination by the Accountant for reasons attributable to the Principal, the Accountant shall be entitled to claim the Onboarding Fee regardless of the date of termination. The provisions of this clause may be waived by express mutual agreement of the parties.

6.2 The Principal shall pay a fee for the Services of the Agent (hereinafter referred to as: „Service Fee“). The amount of the Service Fee included in the Fee Schedule which is inseparably annexed to the Fee Schedule (with which the Principal accepts the GTC). The Principal shall pay the Service Fee by bank transfer to the Agent’s bank account with number indicated on the invoice issued by the Agent (hereinafter referred to: „Agent’s Bank Account Number“). The Service Fee for the subject period (hereinafter as: “Subject Period“) shall be paid by the Principal until the deadline indicated on the invoice of the Agent.

6.3 The Accountant shall issue its invoice (hereinafter referred to as: „Invoice“) until the 15th (fifteenth) day of the month of the Subject Period. Such Invoice shall be sent by e-mail delivery to the address specified by Principal. The Principal shall pay the amount indicated on the Invoice until the deadline contained threin.

6.4 The Agent infroms the Principal that and the Principal acknowledges and accepts, that ML Accounting is entitled to issue an invoice to Principal regarding certain items of the Fee Schedule.

6.5 The Agent informs the Principal that such services which are not included in the scope of Services under his Agreement are performed upon individual request and according to the Fee Schedule, within the time limits and based on the fees specified therein. The amount as included in the invoice, which is based on the itemized statement as issued by the Agent shall be paid by the Principal within 5 business days from receipt.

6.6 The Principal acknowledges that if this Agreement is not terminated as of the last day of the Subject Period, the the Principal is not entitled to reclaim the proportional part of the Service Fee. The Principal shall pay to the Accountant the full amount included in the Invoice which is issued as provided hereto.

6.7 The Services Fee regulated above is based on a general agreement between the Parties. The Services Fee shall be reviewed every three months and can be modified based on the working hours and resources required for the services and a significant increase of the accounting items incurring during the Principal’s operations. If during the review, the Agent determines that no change to the Service Fee is required, the Service Fee shall be governed by the latest Fee Schedule. However, if the Agent considers that a change (reduction or increase) in the Service Fee is justifiable in the light of the foregoing considerations, the Agent shall prepare a new Fee Schedule which shall be sent to the Principal 30 days prior to the intended change. The Principal may accept the revised Fee Schedule within 15 days of receipt or, if it does not agree with the modification it is entitled to terminate this Agreement in accordance with the provisons of Section 8.5. The Agent informs the Principal that if it does not respond to the changed Fee Schedule within 15 days it shall be considered as accepted and the Agent shall be entitled to invoice the Service Fee according to the modified Fee Schedule from the month following its receipt. Regardless of the above, by accepting the terms of present GTC the Principal acknowledges that without following the process above the Agent shall increase the fees unilaterally annually, with twice the inflation rate published by the Central Statistical Office.

6.8 Shall the Principal fail to pay the Service Fee when due, in accordance with the provisions of Act IX of 2016 on recovery fees the Agent shall be entitled to charge a recovery fee the amount of which is the HUF equivalent of EUR 40 per invoice affected by the delay, exchanged on the intermediate exchange rate of the Central Bank of Hungary on the day following the due date of payment. The Accountant shall send a proforma invoice to the Principal when charging the recovery fee. The payment of this recovery fee shall be without prejudice to any other legal consequences of the Principal’s delay and the Principal shall also compensate the Agent for any damage suffered by the latter in excess of the recovery fee.

6.9 Shall the Principal be in delay with the payment of the Service Fee for two (2) month the Agent is entitled to suspend the provision of the Service while maintaining the legal relationship. During the period of suspension, the Agent shall not be obliged to provide the Service and any legal consequences and liability arising from the delay shall be borne by the Principal. Suspension does not constitute a breach of the Accountant’s obligations under these GTC

7. PROVISIONS ON DATA PROTECTION

7.1 The legal ground legal basis 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.

7.2 The Principal is entitled to issue any instructions regarding the processing of data only in writing, but the Agent shall inform the Principal without delay if it suspects that any instruction of the Principal is in breach of GDPR, or other data protection provisions by the Member State or the EU.

7.3 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.

7.4 With regard to the provisions of Section 7.1. above, as the Agent shall be considered as a data processor in relation to the provision of the Service, under Article 28 Section (3) of the GDPR the conclusion of a data processing agreement is required which specifies the subject matter, duration, nature and purposes of the processing, the type of personal data, the categories of data subjects, and the obligations and rights of the controller. The parties shall fulfil the foregoing obligation by means of a data processing agreement annexed to these GTC, which the Principal, by accepting the provisions of these GTC, also accepts to be bound by.

7.5 The Agent commits itself to process all of the information received during the course of processing the personal data on behalf of the Principal in a confidential manner, in accordance with the rules of business confidentiality.

7.6 The Agent commits itself to help the Principal with appropriate technical and organizational measures to fulfill his / her applications related to the exercise of the rights concerned, and to assist the Principal to comply with the requirements of GDPR and to provide all information without delay that is required for the Principal to prove the fulfillment of his duties, and to enable and facilitate the audits carried out by the Principal. The Principal is obliged to notify the Agent in case a third party concerned wishes to exercise his GDPR rights. If by the fault of the Principal the notification does not arrive or arrives with delay to the Agent, then the Principal undertakes to immediately indemnify the Principal.

7.7 In case this Agreement is terminated, the Agent shall return to the Principal the personal data processed by it in connection with this Agreement and, since the legal basis for their processing or processing shall also cease to exist upon termination of the contractual relationship, shall permanently and irrevocably delete them from all its systems and records and destroy the data available on paper, except for data the retention of which is a legal obligation of the Accountant.

7.8 Detailed information about the personal data processed by the Principal in connection with the Service is set out in the Accountant’s Privacy Policy.

8. TERMINATION OF THE AGREEMENT

8.1 The relationship under this Agreement is established by the acceptence of the GTC by the Principal and is concluded for an indefinite period of time unless otherwise agreed by the parties.

8.2 If the legal relationship under the Agreement is concluded for a fixed term, it shall automatically terminate without any further legal declaration at the end of the fixed term and furthermore upon the termination of either party without succession.

8.3 This Agreement may be terminated by mutual agreement of the parties and either by ordinary or extraordinary termination.

8.4 In the case of termination by mutual agreement, the date of termination and the rights and obligations of the parties shall be governed by the separate agreement of the parties on the subject of termination.

8.5 The Principal shall send its notice of termination to the e-mail address indicated in the Fee Schedule, while the Principal shall send its notice of termination by means of the exit form available at https://form.typeform.com/to/ut3f2RLh. The Principal and the Agent accept e-mail as the official form of delivery of the Agent’s termination notice. A notice of termination sent by the Agent shall be deemed to have been served on the day on which the e-mail is sent, whereas a notice of termination sent by the Principal shall be deemed to have been served on the day on which the questionnaire is sent. The Agent shall not be held liable for any consequences resulting from the fact that the email address of the Principal indicated in the Fee Schedule has changed, but the Principal has not informed the Agent of the change and has therefore not been informed of the fact of termination or has been informed of it late. If the Principal does not send its notice of termination by means of the questionnaire, the Agent shall not accept it as a valid notice of termination.

8.6 Ordinary termination notice

8.6.1 This Agreement may be terminated by either Party by giving notice of termination without cause to the other Party by unilateral written notice to the other Party in accordance with Section 8.5. If the notice of termination is given before the 15th day of the month concerned, the Agreement shall terminate at the end of that month, and if the notice of termination is given after the 15th day of the month concerned, the Agreement shall terminate at the end of the month following the month concerned. Except in the case of termination after the 16th day of December of the year in question, the relationship shall be terminated on 31st December of the year in question.

8.6.2 During the notice period, the parties shall continue to perform their obligations to each other under these GTC.

8.6.3 The Principal acknowledges that in the event of termination by ordinary notice, the Accountant shall only be liable for the reporting obligations in relation to the Principal in respect of the month of termination, which shall, however, be due after the month of termination, and therefore the withdrawal of the rights in relation to the Principal and the actual and final termination of the legal relationship shall only take place after the submission of the returns. The Principal acknowledges that the cooperation in the fulfillment of the obligation to file returns applies only to returns due monthly and to returns due quarterly only if the month of termination matches with the last month of the quarter concerned, and to returns due annually only if the month of termination matches with the last month of the Principal’s financial year.

8.6.4 The Agent shall only prepare and cooperate in the publication of the Principal’s annual return if the termination takes place between 16th November and 31st December of the current year and the Principal pays the relevant fee indicated in the Fee Schedule in advance.

8.7 Extraordinary termination notice

8.7.1 This Agreement may be terminated by either party with immediate effect in the event of serious breach of contract by the other party. Extraordinary termination may only be effected by an unilateral declaration in writing addressed to the other party and made in accordance with Section 8.5. The extraordinary termination shall be justified.

8.7.2 Failure to comply with the provisions of this Agreement shall constitute a material breach of contract, which are in particular but not limited to the following:

on behalf of Principal, failure to pay the Service Fee or a more than 15 (fifteen) days default in the payment thereof;
on behalf of the Principal incomplete or non-complete fulfillment of the reporting obligation under this Agreement within 10 days after the due date;
on behalf of the Principal, if there are grounds against the Principal, its representative or beneficial owner, as defined in Act LIII of 2017 on the Prevention and Combating of Money Laundering and Terrorist Financing (Pmt.), for which the Accountant, as a service provider subject to the Pmt., is obliged to refuse or terminate the provision of the Service or the establishment or maintenance of a business relationship with the Principal;
on behalf of Principal if for any reason the Principal is unavailable for a long period (at least 1 month);
on behalf of the Accountant failure to accomplish the Services as required under this Agreement; in particular, failure to provide accounting services as required by the laws;
on behalf of both parties, if the winding up of the company is ordered by a court of competent jurisdiction, whether or not final and absolute, or if it is granted bankruptcy protection or is subject of bankruptcy proceedings;
on behalf of Principal if it is subject to judicial supervision proceedings, compulsory winding-up proceedings or any other proceedings resulting in its termination without legal successor (other than volunatry winding-up proceedings);
on behalf of Principal if a right of enforcement is entered in the Company Register for an amount exceeding HUF 5 million;
on behalf of the Principal if it breach the obligation set out in Paragraph 9.

8. 7.3 In the event of extraordinary termination, the Agent shall not be obliged to provide the Service from the date of sending the e-mail message containing the termination.

8.7.4 With respect to the provisions of Section 8.7.3. in case of the termination of this Agreement, the Accountant shall notify the competent authorities, courts and other bodies in writing about the termination of providing the Service for the Principal and at the same time withdraws all its access in relation to the Principal. At the same time, the Principal is also obliged to notify the authorities, courts and other organizations in the manner and the form as requested by the law.

8.7.5 In the event of termination by extraordinary notice, and with regard to the provisions of Section 8.7.3, the Agent shall not be obliged to fulfill any reporting obligations on behalf of the Principal from the date of termination, and the Accountant shall not be liable for any damages that may result for the Principal.

8.7.6 If the termination with immediate effect is due to non-payment of any Service Fee, the Agent shall be entitled to claim interest on the overdue fee at the rate set out in Article 6:155 Section (1) of the Civil Code.

8.7.7 The Agent shall also be entitled to terminate this Contract by giving extraordinary notice of termination in the event of a change in the ownership or ownership structure of the Principal.

8.8 The Principal acknowledges that in the event of termination of the legal relationship under this Agreement for any reason, the Accountant shall not receive, shall be entitled to refuse to receive and shall not be obliged to provide the Service in respect of any Accounting Documents for the period following the date of termination. After the termination date, the Agent shall only be obliged to accept Accounting Documents for the period for which the Agent is still liable under the provisions of Sections 8.6.3 or 8.6.4.

8.9 In case of the terminaton of the Agreement for any reason every Accounting Document can be taken from the 5th working day following the date of the termination of the Agreement at the Agent’s registered seat in office hours between 9:00 and 17:00 after prior arrangement. The Agent shall notify the Principal of the opening of the possibility to take over the Accounting Documents and of the obligation to take the Accounting Documents by e-mail to the e-mail address indicated in the Fee Schedule. The electronic accounting materials and the related analytics however may be retrived the Agent only after the Principal settles the possible outstanding debts. If the Principal fails to settle its debts within 15 days, the Agent shall be entitled to delete the electronic accounting records and it shall not be liable for any consequences. If the Principal does not deliver the Accounting Documents held by the Agent at its office in paper form within 30 days of the 5th working day following the termination of the Agreement, the Accountant shall be entitled to destroy them. In view of the fact that, under accounting and tax legislation, the obligation to keep the Accounting Document is the obligation of the Principal, the Principal, by accepting the provisions of this Agreement acknowledges, that if the Agent destroys the Accounting Documents in any form held by it or permanently and irrevocably deletes them from all its systems as it shall not be obliged to keep them with the exceptions that may be provided by law. In view of the foregoing, the Agent shall not be liable to the Principal for any damages that may arise from the destruction of the Accounting Documents by the Agent, and the Principal shall not be entitled to assert any claims against the Agent in this respect.

8.10 In the event of termination of this Agreement for any reason whatsoever, the Principal shall immediately appoint a new accountant and shall not claim any compensation from the Agent for any loss or damage suffered by the Principal as a result of failure to do so.

9. PROTECTION OF EMPLOYEES

9.1 By accepting the provisions of these GTC the Principal also accepts and acknowledges that the recruitment and training of personnel required by the Agent to provide the Service fpr the Principal represents a material investment by the Agent, the loss of which could adversely affect the Agent’s current and future business and financial situation.

9.2 With respect tot he provisions of Section 9.1 above, during the term of this Agreement and for a period of 24 months following its termination, the Principal shall not be entitled, directly or indirectly, through its employees, agents, subcontractors, owners of any of these, or its affiliates and close relatives of the latter:

recruit, hire, hire or attempt to recruit or hire, negotiate for employment or otherwise use the services of any person who was an employee, agent, subcontractor or consultant of the Agent during the term of the GTC; or
induce any person who was an employee, agent, subcontractor or consultant of the Agent to terminate his or her employment with the Agent or any related business or introduce such person to any other employer during the term of these GTC

9.3 By accepting the provisions of these GTC, the Principal acknowledges that in the event of a breach of the prohibition set out in Section 9.2 above, the Principal shall be obliged to indemnify the Agent upon first request in one sum, which indemnity shall be equal to the amount of 12 month of Service Fees, but not less than HUF 5.000.000,- per employee.

10. LIABILITY, FORCE MAJEURE

10.1 The party shall be liable for any damages incurred by the other party resulting from the party’s failure to act, act or omission or breach of contract.

10.2 The Principal acknowledges that the Agent shall not be liable for any financial consequences in connection with the advice given in the performance of the Service. Furthermore, the Agent shall not be liable for any damage resulting from any incorrect information provided to it or from the omission of any fact relevant to the Principal, in particular from any breach of the principles of completeness and truthfulness as defined in the Act on Accounting.

10.3 The Agent informs the Principal that for the provision of the Service ML Accounting has professional liability insurance that also covers the Agent’s activities. The Agent shall only be liable in relation to the Service if the damage caused to the Prinipal is attributable to the Agent or caused by the fault, negligence or other breach of obligations of the Agent. The liability of the Agent include possible (tax)fines and late payment obligations imposed on the Principal for reasons attributable to the Agent, but shall not extend to any tax deficiency that may be established. The limit of the Agent’s liability is HUF 100,000,000,- in words one hundred million Hungarian Forints per annum and HUF 20,000,000 in words twenty million Hungarian Forints per claim.

10.4 By accepting the provisions of these GTC, the Principal acknowledges that any (damage) claims against the Accountant shall be limited in one (1) year after the event (damage) occurred, after which the possibility of any legal action against the Agent shall be excluded.

10.5 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;
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 is not a breach of contract if the contractual performance of the obligations is prevented or limited by force majeure.

If a case of force majeure occurs, the party who becomes aware of it must immediately notify the other party in writing.

In the event of force majeure, the time limits for performance set out in the Agreement shall be extended by the period of time during which the parties are unable to perform due to the event constituting force majeure.

Once the force majeure event has ended, the Party in default shall be obliged to fulfill its outstanding obligation as soon as possible in order to prevent further delay.

11. MISCELLANEOUS PROVISIONS

11. 1 Upon the execution of the present Agreement the Principal undertakes the obligation to notify the Agent about any changes in the Enterprise’s data with special regard to the management and ownership within 3 days after such change via e-mail, facsimile or post letter. The breach of the above notification obligation shall be deemed to be a material breach of the contract.

11. 2 Present Agreement may be amended unilateraly by the Agent, however such amendment shall not make the Principal’s obligations more burdensome. The Agent notifies the Principal at all times if the terms of present Agreement are being modified. Failure by the Principal to make an objection against the modification within a reasonable time shall be deemed as the acceptance of modifications by the Principal. Changes are never retroactive.

11.3 Present GTC supersedes all previous and validly concluded agreements between the Parties and after the acceptance the provisions of present Agreement shall prevail.

11.4 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 or the Individual Order does not regulate an issue.

11.5 This Agreement and any and all related matters not regulated herein shall be governed by Act V of 2013 on the Civil Code, with special regard to its provisions on agency agreements.

11.6 Any notice under this Agreement – except the ones detailed in Section 8.5. – must be sent and delivered in writing, in Hungarian or in English language, via electronic or postal mail, personal delivery or facsimile for the Agent to contacts as specified in the Preamble of this Agreement and for the Principal to the contacts detailed in the Fee Schedule. Parties hereby undertake to inform the other Party in writing of any changes in their data within 3 (three) days from such change. The defaulting party shall be liable for any damages or any legal consequences resulting from the failure to notify.

11.7 Parties establish that they shall strive to settle any dispute out of or in connection with this Agreement principally through direct negotiations. In the event that their dispute can not be settled within reasonable time through an amicable agreement, the Parties agree that the Central District Court of Buda shall have exclusive jurisdiction to settle disputes in cases within the jurisdiction of the district courts, and the court with exclusive jurisdiction under the Civil Procedure Law in cases within the jurisdiction of a metropolitan court.

11.8 The provisions of these GTC upholding its previous amendments shall enter into force on 15th December 2022,

Last modified: 16th November 2022

DATA PROCESSING AGREEMENT

With regard to the relationship between the Principal and the Agent in relation to the processing of data by the AGent in relation to providing the Service in accordance with Article 29 of the GDPR and to comply with the obligation set out by Article 28 Section (3) of the GDPR the parties agree as follows.

The Parties establish that, in view of the fact that the Agent is the Principal’s data processing partner in the course of the provision of the Service, the Agent may also have access to the personal data of third parties as data subjects, and therefore it is necessary for the Parties to enter into a data processing agreement, which obligation the Parties fulfil with the present document, which is attached to the agreement between them.
The Parties acknowledge that they have read and understood the provisions of this Data Processing Agreement and agree to be bound by the provisions contained herein.
Accordingly, the Parties agree that if the Agent processes data in connection with the provision of the Service in relation to the data held by the Principal, the Agent undertakes the following:
1. provide the Principal with all information necessary to demonstrate compliance with data protection legislation, enable and reasonably consent to audits, including inspections, carried out by the Principal or an agent acting on its behalf;
2. processes data in accordance with the GDPR and other national, European Union or international data protection laws;
3. takes all necessary organisational and technical measures to ensure the security of the data;
The Parties agree that the Agent shall process the personal data made available to it only in connection with the provision of the Service and in accordance with the Principal’s written instructions. The Principal may give the instruction in a documented electronic form, in relation to which the Parties agree that communication by e-mail shall satisfy this requirement.
The the scope of the data that may be processed is contained in the Agent’s Privacy Policy.
The Agent accepts any instructions at info@meyerlevinson.com. Only the legal representative of the Principal or a person whom the Agent has reason to believe is entitled to give any instruction. If the Agent has doubts as to whether the person giving an instruction on behalf of the Principal is duly authorised, the Agent shall be entitled to suspend the execution of the instruction until it is convicted of the existence of the authorization.
The Parties establish that in all cases related to the provision of the Service, the Principal shall be the controller of the personal data processed, the sole owners and rightholders of which shall be the Principal’s customers, partners, subcontractors or employees.
The Parties establish that in case a third party makes a claim against the Agent in connection with the processing of personal data, if the third party’s claim is not attributable to the Agent, the Principal shall do everything possible to indemnify the Agent from any damages and costs that may arise in connection with the enforcement of the claim. In this case, the Agent shall cooperate with the Principal as the data controller.
The Parties agree that in all cases the Principal is responsible for any question relating to the lawfulness of the processing. In this regard, the Agent shall promptly forward to the Principal any third party request regarding the processing of data. The Agent shall be liable for any damage resulting from failure of omitting the latter obligation.
The Parties agree that the Agent may process the personal data made available by the Principal only in connection with the GTC, and may not use them for any other purposes, in particular for its own purposes. This shall not apply if the Agent is obliged to carry out other data processing under EU law or any other Member State law to which the Agent is subject to (e.g. investigations carried out by state authorities or law enforcement agencies). In all cases, the Agent shall comply with the applicable Hungarian and EU legislation when processing data.
Where the processing involves personal data referring to racial or ethnic origin, political opinions, religious or philosophical beliefs or trade-union membership, genetic data or biometric data revealing the identity of a natural person, health, sex life or sexual orientation, or data concerning criminal convictions or offences (hereinafter as: “Sensitive Data”), the Agent shall apply special restrictions and/or additional safeguards.
The Principal is responsible for the quality and lawfulness of the collection of customer and other data of data subjects. The Principal must immediately and tot he fullest extent notify the Agent if it becomes aware of any errors or irregularities in the data protection provisions or in its instructions during the term of the contractual relationship.
The Agent may provide data to authorities or third parties for the purposes of the fulfilment of the GTC, but in other cases it may only provide information on the personal data it processes if it has informed the Principal in advance, who then provides the consent of the data controller to the disclosure of the data. In the event that the Principal contacts the Agent in order to comply with its statutory obligation to provide any data, the Agent shall immediately provide the Principal with the requested information and, if necessary, shall provide access to the systems and premises where the data processing is carried out.
With respect to the above, the Agent undertakes to ensure that the owners of the personal data subject to the processing have all rights related to the processing, to comply with the provisions of the GDPR applicable to it, and finally to keep records of its processing activities.
If the Principal informs the Agent that it is obliged to delete, restrict or make the data it processes inaccessible, the Agent shall comply with the request without delay, except in cases where it is able to prove that it would be contrary to its legitimate interests, in particular if the reason for refusing to delete the data is to ensure compliance with legal requirements or if the processing of the data is necessary for the proper performance of a contract.
The Agent undertakes to comply with the confidentiality rules in relation to the processing of data, which obligation shall survive the termination of the Agreement.
The Agent warrants that it will familiarize its employees and subcontractors involved in data processing with the provisions on data protection prior to the commencement of data processing, and that its employees and subcontractors and sub-processors will also comply with the confidentiality provisions applicable to them.
The Agent may use additional data processors only with the prior written consent of the Principal, except for the sub-processors that are members of the Meyer & Levinson Group of Companies taking part in providing the Service and other subcontractors whose activities are closely related to the provision of the Service, as specified in the Agent’s Privacy Policy. The Agent shall ensure compliance with the terms of this Data Processing Agreement in respect of the aforementioned data processors and those specifically authorised by the Principal.
The Agent shall enter into a written contract with the sub-processors. This formal requirement is also met if it is in electronic form.
If the Agent carries out processing in a third country (i.e. outside the EEA), it requires the prior written or electronically documented consent of the Principal and only if the specific requirements of the GDPR are met. If the Commission decides that a third country ensures an adequate level of data protection, no further consent is required for the transfer of data. The Agent informs the Principal that the data may also be processed in a third country outside the EU if the Agent and the recipient of the data enter into an agreement in accordance with the Commission Implementing Regulation (EU) 2021/914 of the European Parliament and of the Council of 29th June 2016 laying down standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 (EU) of the European Parliament and of the Council (hereinafter as: “SCC”), in which case the written consent of the Principal is not required pursuant to Article 45 of the GDPR.
Transfers within the EEA are governed by the provisions of the GDPR and this Data Processing Agreement.
The Agent shall take all necessary technical and organisational measures to maintain the required levels of processing throughout the duration of the Agreement in order to ensure that the level of protection and the rights of the data subjects are adequately ensured. The Agent shall take into account the objectives of protection, such as confidentiality, integrity and availability of systems and services, in order to minimise the risks during the term of the Agreement, and undertakes to take appropriate technical and organisational measures to assist the Principal, to the extent possible, to comply with requests related to the exercise of the rights of the data subjects, and to assist the Principal to comply with the provisions of the GDPR. The precise technical and security measures taken by the Agent are set out in Annex 3 to this Data Proceessing Agreement.
The Agent undertakes to review its systems on an annual basis to ensure that the technical and organisational solutions it uses maintain the security of data processing.
The Agent shall ensure that the sub-processor(s) in the sub-processing agreement follow the data processing procedures set out in this Data Processing Agreement or a stricter procedure. The Agent shall also ensure that the responsibilities between the Agent and the sub-processor(s) and other sub-processors are clearly allocated. The Agent shall ensure that the Principal may carry out, or have carried out by a third party acting on its behalf appropriate assessments and audits in relation to sub-processors, unless compliance with the GDPR can be demonstrated by certification or approval.
The Agent is obliged to notify the Principal within 72 hours if it detects a personal data breach, and to fully cooperate with the Principal and provide the necessary information to the Principal in order to let the Principal comply with its legal obligations related to the notification of the personal data breach.
The Agent’s notification under Section 25 above must include:
1. the description of the nature of the data breach (including, where possible, the categories and approximate number of data subjects and data);
2. details of the contact point where further information about the data breach can be obtained;
3. its likely consequences and the measures taken or planned to address the data breach, including mitigation of any adverse effects.
4. Where it is not possible to provide all the above information at the same time, the first notification shall contain the information available at the time and further information, as it becomes available, shall be provided subsequently without undue delay.
The Agent is also required to take reasonable steps to contain, investigate and mitigate the effects of the data breach. Notification of or response to the Principal about a data breach in accordance with this Section shall not be construed as an admission of fault or liability by the Agent in connection with the data breach.
It is the Principal’s obligation to notify the authorities about the personal data breach, unless the Principal instructs the Agent to make the notification on its behalf.
Prior to the commencing and during the data processing the Principal shall have the right to verify that the data processing activities of the Agent, in particular the technical and organisational measures, are in compliance with the obligations and legal requirements imposed on the Agent in this Data Processing Agreement, in the framework of which the Agent shall provide the Principal with all requested information.
The Parties agree that the Agent shall not be entitled to request data from the Principal’s systems, to process data made available to it in connection with the performance of the Agreement, or to store such data, as of the termination of the Agreement, and shall therefore be obliged to return the processed data to the Principal in accordance with the Principal’s instructions or to irretrievably delete them after the termination of the Agreement. Exceptions to the latter shall be such personal data in connection with which further processing is necessary to comply with a legal obligation applicable to the Agent or which the Agent processes on the grounds of its own legitimate interests.
This Data Processing Agreement shall enter into force upon the establishment of a contractual relationship between the Parties.
This Data Processing Agreement may not be terminated independently of the GTC.
Upon termination of the legal relationship under the GTC, this Data Processing Agreement shall automatically terminate without any further legal declaration.
The Parties agree that this Data Processing Agreement is the only agreement between the Parties relating to the processing of data in connection with the Services and supersedes and replaces any previously data processing agreements they may have entered into.
Any modification, amendment or termination of this Data Processing Agreement must be in writing or in documented electronic form. This also applies to any modification or termination of the requirement of written form.
For matters not covered by this Data Processing Agreement, the provisions of the GDPR and other applicable European Union or Hungarian data protection laws shall prevail.
Shall any provision of this Data Processing Agreement is or becomes invalid, void, or deficient, the remaining provisions shall not be affected. The Parties agree to replace the invalid provision with a legally permissible provision that most closely matches the intent and best meets the requirements of the invalid provision.