General Terms and Conditions

MEYER & LEVINSON GROUP OF COMPANIES
(Meyer & Levinson Kft. – Meyer & Levinson Investment Zrt. – Meyer & Levinson Accounting Kft. – RIPORT Applications Kft. – Meyer & Levinson Consulting Limited – Meyer & Levinson Limited – OPTINVEST Zrt. – Forwarders’ Plaza Kft.)

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

 

GENERAL TERMS AND CONDITIONS REGARDING ACCOUNTING AND PAYROLL SERVICES

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. II. 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 (hereinafter as: “Data Sheet”) and the related Fee Schedule that is an attachment of present GTC. Simultaneously with the signing of the Data Sheet by the Principal he Agent hands over one copy of present Agreement to Principal.

By accepting 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. II. emelet, Hungary, company registration number: 01-09-902076, tax number: 14398209-2-41, 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 INTENTOR Könyvelőiroda Szolgáltató Korlátolt Felelősségű Társaság (registered seat: 1142 Budapest, Ungvár utca 39., Hungary, company registration number: 01-09-913183, tax number: 14642010-2-42, reprsented by: Dénes Kulcsár as managing director, e-mail: berszamfejtes@meyerlevinson.com, hereinafter as: „Intentor”). The terms and conditions of Intentor regarding payroll services are contained n present GTC.

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 Service Provider 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.

I. SUBJECT OF THE AGREEMENT

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

As a generalrule the retainment only covers the provision of accounting services. If the Principal wishes to use payroll services also it may indicate it on the Data Sheet.

This assignment includes all activities closely related to accounting and – if applicable – payroll management obligation that are mandatory for the Accountant under the above Act but especially for the tasks provided hereunder.

2. 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 acces 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 Data Sheet 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.

2.1. Accounting services

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.

The Principal shall make available 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 compreensive accounting until the date mutually determined by the Parties and recorded on the Data Sheet but until the 14th day of the month following the subject month.

The Accountng Documents may be made available to the Agent in the following ways::
In phyysical form by personally handing them over to the Agent at the Agent’s premises;
By post sending a mail to the Accountant’s registered seat address;
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

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 Enterprise, either bank transfer or cash (invoices issued on paper and via internet);
– invoices on expenses incurred at the Enterprise, 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 Client is obliged to hand over the Accounting Documents to the Accountant orderly organized, transparent and in good condition. If the Principal does not make available the Accounting Documents to the Accountant in the condition specified above, the Agent shall be entitled to refuse to accept the Accounting Documents. If the Agent refuses to accept the Accounting Documents as stated above, the legal consequences and liability of the resulting delay shall be borne by the Principal and shall not constitute a breach of present Agreemen by the Accountant.

The exact method of making available the Accounting Document is recorded n the Data Sheet

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;
From the mandatory analytical records preparing ledger-related analytics;
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 reports made by the Agent using R!port application to Principal until the 2nd day of the month following the subject month;
tax advice for an additional fee (the fees of advising is contained in the Fee Schedule)

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 perosnal or company gateway system other than the submission of the Principal’s reports.

The Accountant is not be 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.

The Principal 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 Fee set out in Section 4 includes a 90-minute consultation per month, which is limited to answering technical questions related to the Service. The duration and fees of any other consultation, including but not limited to tax and economic matters, are set out in the Fee Schedule.

2.2. Payroll services

If the Principal notifies the Agent of such demand on the Data Sheet the Agent shall perform payroll accounting tasks for the Principal.

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

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.

3. OBLIGATIONS AND LIABILITIES OF THE PRINCIPAL REGARDING THE SERVICE

In order the Agent 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.

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);
issue customer invoices, file its incoming invoices and mails;
pay all taxes, contributions and other charges due on the basis of information supplied by the Agent;;

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 transferred 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. ENTRY INTO FORCE AND DURATION

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.

5. SERVICE FEES

The Principall 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 Data Sheet (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.

The Accountant shall issue its invoice (hereinafter referred to as: „Invoice“) until the 12th (twelfth) day of the month of the Subject Period. Such Invoice shall be sent by e-mail delivery to the to the address specified by Principal. The Principal shall pay the amount indicated on the Invoice until the deaadline contained threin.

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.

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 five business days from receipt.

The Principal notes 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.

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 acoounting 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 Schedule within 15 days of receipt or, if t does not agree with the modification it is entitled to terminate this Agreement in accordance with the provisons of Section 7.1. 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.

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

6. PROVISIONS ON DATA PROTECTION

6.1 In relation to the services provided by the Agent pursuant to this Agreement, the Agent processes the data of the employees and partners of the Principal, therefore it is agreed that in this contractual relationship the Principal is construed as data controller and the Agent is construed as data processor for which the Principal trusts the Agent to process the required personal data specified below. The Agent‘s data processing complies with the European Union’s General Data Protection Regulation (GDPR) and all applicable legislation and has implemented appropriate technical and organizational measures to safeguard the rights of the related persons regarding the security of the data he processes.

6.2 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.

6.3 The Agent shall use the services of the following as data processors and shall forward personal data to in connection with the performance of this Agreement:

5.3.1. In connection with accounting services:

1) Meyer & Levinson Accounting Korlátolt Felelősségű Társaság (seat: 1052 Budapest, Deák Ferenc tér 3. (MEYER & LEVINSON emelet, company registration number: 01-09-928027, tax number: 14964303-2-41, represented by: Zoltán István Kristó managing director, tel. number: 06-1-235-0405, e-mail: berszamfejtes@meyerlevinson.com, accounting@meyerlevinson.com) and its employees.

2) Riport Applications Korlátolt Felelősségű Társaság (seat: 1052 Budapest, Deák Ferenc tér 3. (MEYER & LEVINSON emelet, company registration number: 01-09-982509, tax number: 23878149-2-41, represented by: Zoltán István Kristó managing director, tel. number: 06-1-445-1445, e-mail: info@riport.co.hu)

3) National Tax and Customs Office (information: www.nav.gov.hu)

4) Local governments and other tax authorities competent based on the Principal’s registered seat, site office or branch

6.3.2 In connection with payroll services:

1) INTENTOR Könyvelőiroda Szolgáltató Korlátolt Felelősségű Társaság (seat: 1142 Budapest, Ungvár utca 39., company registration number: 01-09-913183, tax number: 14642010-2-42, represented by: Dénes Kulcsár managing director, e-mail: iroda@konyveled.hu) and its employees.

2) National Tax and Customs Office (information: www.nav.gov.hu)

3) In addition, the data controlled by the Principal can be transmitted to D&G Dobos Gerlai és Társai Law Office (seat: 1052 Budapest, Deák Ferenc tér 3. II. emelet, BAR registration number: 2490, tax number: 18128228-2-41, represented by: Dr. Máté Ede Dobos, lawyer, tel. number: 06-1-235-04-05, e-mail: info@dobosgerlai.hu), as a third party being in co-operation with the Agent, to create contracts, legal opinions and for the its employees and subcontractors.

6.4 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

6.5 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.

6.6 Shall this Agreement terminated, then the Agent will delete the personal data it processes in relation with this Agreement or, upon the Principal’s request, return them to the Principal.

6.7 In connection with the performance of this Agreement, the Agent is authorized to process the following data:

processed data: in relation to accounting services, the family name and given name and address, delivery address or billing address (if different from the delivery address), tax number, bank account number, if it is found on the delivered invoice or on the contract, of the Principal’s customers, contracted partners, subcontractors;

in relation to payroll administration services: the family name and given name, the registered address or domicile, the mother’s name, place and date of birth, number of TAJ (social security no.), personal identification number, identity card number, tax identification number, bank account number, certificate of qualification, residence permit, work permit,of the employee whi is in labour relationship with the Enterprise and the individual persons who are members of the Enterprise,

The legal ground of data processing: with respect to the accounting services: the contracts between the Principal and its partners related to the accounting service, with respect to the invoices having been issued: the Principal’s legal obligation (Article 6 (1) (c) of the GDPR), namely in connection with the notification to the National Tax and Customs Administration of Hungary, with respect to the payroll tasks: the fulfillment of the labour contracts concluded between the Principal and his employees (Article 6 (1) (b) of the GDPR) and the legal obligation of the worker (Article 6 (1) (c) of the GDPR), namely in order to file notification with the National Tax and Customs Administration of Hungary

The purpose of the data processing: to fulfill the legal obligations of the Principal, in particular its reporting and its book-keeping obligations

Duration of data processing: until the statutory time limit or termination of this Agreement

7. TERMINATION OF THE AGREEMENT

7.1 This Agreement may be terminated both by ordinary and extraordinary notice. Each of the Parties can terminate this Agreement by ordinary termination in writing sent to the other Party with a 30 (thirty) days notice period; the terminating Party shall not be required to justify such ordinary termination or provide any reasoning thereof. Each of the Parties shall be entitled to terminate this Agreement with extraordinary termination and immediate effect upon the other Party‘s material breach of contract. Extraordinary termination shall be valid only if announced in writing towards the other Party. Extraordinary termination shall properly be justified and the other Party shall be informed thereon. Parties also agree that the Accountant shall be entitled to terminate this agreement by normal termination in case of change in its business policy.

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

– on behalf of Principal, failure to pay the Service Fee or a more than 15 (fifteen) default in the payment thereof;;

– on behalf of the Pruncipal incomplete or non-complete fulfillment of the reporting obligation under this Agreement within 10 days after the due date;

– 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.

7.2 If the Principal fails to pay any amount of the Service Fee, the Service Provider shall be entitled to terminate this Agreement with immediate effect and inform forthwith the competent authorities thereon. Furthermore, upon the Parties‘ agreement, the Service Provider shall also be entitled to a late payment interest amounting to the double of the basic interest rate, as applicable from time to time, of the Hungarian National Bank.

7.3 The Service Provider is further entitled to terminate the present Agreement with extraordinary notice in the case if the owner of the Principal changes.

7.4 The Agent shall also be entitled to terminate this Agreement with immediate effect if the Principal can not be contacted for a relatively long period (at least 1 month).

7.5 It shall be construed as a material breach of contract if the competent court orders the liquidation of the Principal as a company in a decision which is non-appealable or appealable at the first instance.

7.6 The Accountant shall send its termination notice to the Principal by e-mail to the e-mail address of the Principal indicated on the Data Sheet while the Principal shall send the termination notice to accounting@meyerlevinson.com. Communication by e-mail is accepted as an official form by the Parties. Termination by the Principal or the Agent shall be deemed to have been delivered on the date of dispatch. In the event of an extraordinary termination by the Agent, the Agent shall not be obliged to provide the Service from the date on which the termination email is sent.

7.7 None of the Parties shall bear financial liability for the damages caused by the other Party’s omission, act, business administration or breach of the Agreement.

7.8 The Principal acknowledges that the Agent has no material responsibility about the advices the Agent gives during the Services. The Parties also agree that the Agent has no responsibility for damages which occur due to either false data provided to the Agent or the failure to disclose any material fact, in particular breach of the principle of completeness and genuineness.

7.9 In case of the terminaton of the Agreement for any reason every Accounting Document can be taken from the 5th working day after the termination of the Agreement at the Agent’s seat in office time between 9:00 and 17:00 after prior arrangement, however, the electronic accounting materials and the related analytics can be delivered by the Agent only after the Principal settles the possible outstanding debts. Furthermore, the Agent informs the Principal that, if the Principal does not take over the documents within 15 working days after the termination, then the Agent is entitled to send it – in the absence of any notice to the opposite – to the registered seat mentioned in the Data Sheet or to the adress of the manager and such delivery of these documents shall be construed as validly done

7.10 In case of the termination of this Agreement, the Service Provider shall notify the competent authorities, courts and other bodies in writing about the termination of the Principal’s seat. 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.

7.11 The Accountant informs the Principal that if this Agreement is terminated by extraordinary termination, then from the termination day it shall not be obliged to accomplish any reporting on behalf of the Principal and they hereby exclude the Accountant’s liability for any loss or damages of the Principal related thereto. Should the GTC be terminated by ordinary notice, then the Accountant during the notice period shall prepare and submit the due reports to the authorities. The Accountant informs the Principal that in case of the termination of this Agreement by any reason the Principal shall immediately appoint a new Accountant, and the Principal shall not claim for reimbursement of any damages which occur due to his failure to appoint.

8. MISCELLANEOUS PROVISIONS

8.1 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.

8.2 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.

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

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

8.5 Any notice under this Agreement must be sent and delivered in writing, 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 conacts detailed in the Data Sheet. Parties hereby undertake to inform the other Party in writing of any changes in their data within 3 (three) days from such change

8.6 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 – depending on the subject matter thereof – the court in accordance with the Agent’s seat shall have exclusive jurisdiction therein