1. Scope and acceptance of the Terms
These Terms and Conditions (hereinafter: the Terms) set out the general terms applicable to custom software development and related IT service agreements concluded between Possible Solutions Kft. (registered office: 2 Viola Street, 8200 Veszprém, Hungary; company registration number: 19-09-522132; tax number: 29264324-2-19; hereinafter: the Contractor) and its clients.
These Terms apply to every agreement under which the Contractor provides the Client with software development, system design, consulting, operation or other related IT services.
By signing the individual agreement or using the service, the Client accepts these Terms, which form an inseparable annex to the individual agreement. If the individual agreement and these Terms differ, the provisions of the individual agreement shall prevail.
2. Contractor details
3. Definitions
- Contractor: Possible Solutions Kft., the provider of the software development and IT services.
- Client: any natural person, legal entity or organisation without legal personality entering into a contractual relationship with the Contractor.
- Individual agreement: a written agreement between the Contractor and the Client for a specific development or service assignment.
- Software: a custom IT system, application or module designed, developed and delivered by the Contractor.
- Specification: the technical document annexed to the individual agreement describing the development assignment in detail.
- Handover and acceptance: the process in which the Contractor delivers the completed Software to the Client and the Client accepts it.
- Operation: all services related to continuously running the Software in a production environment.
4. Conclusion of the agreement
After assessing the Client’s requirements, the Contractor prepares a detailed quotation and, where necessary, a preliminary system specification. The agreement is concluded when the individual agreement is signed by both parties.
The quotation remains valid until the deadline stated in it. If the Client wishes to amend the quotation, the Contractor reserves the right to withdraw it and review the prices and deadlines.
Oral arrangements have legal effect only when recorded in writing.
5. Obligations of the Contractor
- Develop and deliver the Software professionally, to the best of its reasonable ability and in accordance with the individual agreement and Specification.
- Keep the Client regularly informed about the development process.
- Treat the data and trade secrets supplied by the Client as confidential and not disclose them to third parties.
- Provide documentation and a user guide for the delivered Software.
- Correct defects arising within the warranty period free of charge.
6. Obligations of the Client
- Promptly provide the data, access credentials and feedback required for development.
- Appoint a contact person authorised to communicate with the Contractor and make decisions during development.
- Pay the agreed fees according to the payment schedule in the individual agreement.
- Use the delivered Software for its intended purpose and in accordance with the Contractor’s instructions.
- Not attempt to reverse engineer, copy or distribute the Software without authorisation.
7. Fees and payment terms
The development fee is specified in the individual agreement. Unless the individual agreement provides otherwise, the Contractor applies the following general payment schedule:
- Advance payment (30%): within 8 business days of signing the agreement.
- Milestone payment (40%): upon completion of the development phase or phases specified in the individual agreement.
- Final payment (30%): following completion of the handover and acceptance procedure.
The Contractor issues electronic invoices. Unless otherwise agreed, payment is due within 8 calendar days of the invoice date. In the event of late payment, the Contractor may charge default interest under the Hungarian Civil Code.
The Contractor is entitled to an additional fee for work requested by the Client that is not included in the individual agreement, subject to prior written agreement.
8. Deadlines and performance
Development deadlines are set out in the individual agreement and assume the Client’s appropriate cooperation. Delayed feedback, missing data or change requests by the Client extend the deadlines proportionately.
The Contractor is not liable for failure to meet a deadline due to force majeure, including natural disaster, war, epidemic, official action or prolonged infrastructure outage, and shall notify the Client without delay.
Handover and acceptance take place according to the procedure specified in the individual agreement. Within 10 business days of the start of that procedure, the Client shall examine the Software and confirm acceptance or communicate substantiated comments in writing. If the Client fails to do so, the Software shall be deemed delivered and accepted.
9. Warranty
The Contractor provides a 12-month warranty for the delivered Software from the date of handover and acceptance. Under the warranty, the Contractor corrects defects resulting from deviations from the Specification free of charge.
The warranty does not cover:
- defects resulting from modifications made by the Client or a third party;
- features not included in the Specification;
- problems resulting from failures in third-party software, databases or infrastructure used by the Client;
- defects caused by improper or unintended use.
10. Intellectual property rights
The Contractor retains its copyright in frameworks, libraries, templates and other intellectual creations owned by the Contractor and used during development.
Subject to the individual agreement and after payment of the full price, the Contractor grants the Client an exclusive, transferable right to use the completed Software without territorial or time limitation.
Delivery of the source code is governed by the individual agreement. Unless otherwise agreed, the source code remains the property of the Contractor and the Client receives the compiled, executable Software.
11. Confidentiality
During the contractual relationship and for 5 years thereafter, each party shall keep confidential all information, data and documents designated as confidential by the other party or whose confidential nature is evident from the circumstances.
The confidentiality obligation does not apply to information in the public domain, information disclosed by an authority, or information whose disclosure is required by law.
12. Limitation of liability
The Contractor’s liability is limited to direct damage caused to the Client and shall not exceed the amount of the contractor’s fee actually paid under the relevant individual agreement.
The Contractor is not liable for loss of profit, indirect or consequential damage, loss of data or loss of business opportunity, except where the damage was caused intentionally or through gross negligence.
13. Data processing
The Contractor processes personal data obtained within the contractual relationship only to the extent necessary to perform the agreement, in accordance with the EU General Data Protection Regulation (GDPR – Regulation (EU) 2016/679) and applicable Hungarian law.
Detailed data processing rules are set out in the Contractor’s Privacy Notice, which is available to the Client upon request.
14. Amendment and termination
The parties may amend the individual agreement at any time by mutual consent; amendments are valid only in writing.
The Client may withdraw from the individual agreement before handover and acceptance, but shall reimburse the Contractor for documented costs incurred up to the date of withdrawal and pay the proportionate fee for work already completed.
The Contractor may terminate the agreement with immediate effect if the Client is more than 30 days late with a payment obligation and fails to settle the debt despite written notice from the Contractor.
15. Amendment of the Terms
The Contractor reserves the right to amend these Terms unilaterally. Amended Terms enter into force 30 days after publication on the website or written notification to the affected Client. The amended Terms apply to individual agreements concluded after the amendment enters into force.
16. Dispute resolution and governing law
The parties shall first attempt to settle disputes arising from the contractual relationship amicably through negotiation.
If negotiations are unsuccessful, the parties submit to the exclusive jurisdiction of the Veszprém District Court or the Veszprém Regional Court, depending on the value of the claim.
These Terms and the individual agreements are governed by Hungarian law, in particular Act V of 2013 on the Hungarian Civil Code.