TRENDIZZ.COM

GENERAL TERMS AND CONDITIONS (CORE GTC)

Version: 2026-4. Published and in force from: 2026-09-29. These General Terms and Conditions (hereinafter: "Core GTC" or "GTC") apply to contracts concluded thereafter; clients who contracted earlier under an individual agreement are governed by their own contract.

The Core GTC is the general part of the Contract. In addition, the Contract also includes the annex corresponding to the chosen account mode: for a Managed Account, the Managed Account Annex (Managed Annex); for a Self-Managed Account, the Self-Managed Account Annex. The account-mode annex is not valid without the Core GTC; the Core GTC together with the account-mode annex constitutes the complete Contract.

This English version is provided for information only. The Contract is concluded in Hungarian, and in the event of any discrepancy between the two versions the Hungarian text prevails (clause 1.4).

1. Introductory provisions

1.1 The Provider

Trendizz.com Korlátolt Felelősségű Társaság (hereinafter: "Provider") Registered office: 2651 Rétság, Jászteleki út 12. 2.a., Hungary Company registration number: 12-09-012013 (Court of Registration of the Balassagyarmat Regional Court) Tax number: 27864966-2-12 E-mail: [email protected] Represented by: Péter Gebri, Managing Director

1.2 The Subscriber

The Subscriber is the undertaking (business association, sole trader, or other organisation carrying on a business activity) that uses the Provider's Trendizz Apex service by accepting these GTC. The Provider contracts exclusively with undertakings; the service is not available to a natural person (consumer) acting outside the scope of their trade or business. By accepting, the Subscriber declares that it concludes the Contract as an undertaking, for a business purpose.

1.3 The parts of the Contract and their order of precedence

(1) The contract between the Provider and the Subscriber (hereinafter: "Contract") consists of the following parts: a) the Subscription Summary: the Subscriber's company details, the chosen account mode, the chosen configuration (Monthly New-Company Quota, number of User Seats), the fee and the currency, in the case of a Managed Account the name of the Account Management Partner, and the acceptance data; b) this Core GTC; c) the account-mode annex: for a Managed Account the Managed Account Annex, for a Self-Managed Account (which is available only alongside a Partner Agreement as defined in Chapter 2) the Self-Managed Account Annex; d) the further annexes: 1. Fee Schedule, 2. Service Description, 3. Data Processing Agreement, 4. List of Subcontractors and Sub-processors, 5. Content of the Acceptance Log.

(2) In the event of a discrepancy, the Subscription Summary prevails over the Core GTC, the Core GTC prevails over the account-mode annex, and the account-mode annex prevails over the further annexes.

(3) This Core GTC and the account-mode annexes are publicly available on the Provider's website. The account-mode annex and the further annexes may be viewed in the System both before and after acceptance of the Contract, and form part of the document confirming acceptance.

(4) The Provider's website, price list, presentation materials and the information provided by the System are not part of the Contract. The Provider undertakes only what is set out in the Contract; the fee, the configuration, the content of the service and the rules of exit are contained in the Contract (Subscription Summary, Chapters 4, 6 and 8, the account-mode annex and Annex 1), and the website provides information consistent with these.

(5) The Prospect Terms (clause 3.1) and the Partner Agreement are not part of the Contract. The Partner Agreement is a contract concluded between the Provider and the partner, separate from the Contract; in the case of a Self-Managed Account, its being in force is a condition of using the Self-Managed Account, and the effect of its termination on the Contract is determined by the Self-Managed Account Annex.

1.4 Language

The language of the Contract is Hungarian. If the Provider also makes the text available in another language, that serves for information purposes only, and in the event of a discrepancy the Hungarian text prevails.

2. Definitions

System: the Trendizz platform operated by the Provider, including the Apex assistant, the Company Profiles, campaign management, e-mail management, task and client-relationship management, and the associated data assets and methodology.

Apex: the artificial intelligence-based assistant of the System, through which the Subscriber accesses most parts of the service, and which provides information on behalf of the Provider. Statements made by Apex do not constitute a contractual undertaking by the Provider, except where the Contract expressly so provides.

Account Mode: the subscription form that determines who performs, in the Subscriber's account, the work associated with the service. The two account modes are the Self-Managed Account and the Managed Account.

Self-Managed Account: a subscription in which the Subscriber manages its own account and the Provider does not assign an Account Management Partner to the Subscriber. The Self-Managed Account is available only to a Subscriber that has concluded a Partner Agreement in force with the Provider as a Market Entry Partner, on the terms and at the fee set out in the Partner Agreement (at the fee of the Market Entry Package); it is not a self-service account mode generally available for selection. The detailed rules of the Self-Managed Account, including its fee and the consequences of the termination of the Partner Agreement, are set out in the Self-Managed Account Annex.

Market Entry Package: the fee for the Self-Managed Account for a Market Entry Partner approved by the Provider, while the Market Entry Partner type subsists (points P.3 (4) and (4a) of Annex P to the Partner Agreement): sixty per cent of the base package fee and of the fee for extending the Monthly New-Company Quota under the Fee Schedule (Annex 1); the fee for additional User Seats is charged in full (point Ö.4 of the Self-Managed Account Annex). The Market Entry Package is not available on the Provider's website.

Managed Account: a subscription in which the Provider assigns an Account Management Partner (on the Provider's public interfaces: "assigned account manager") to the Subscriber and performs the work under the Managed Account Annex for the Subscriber. The detailed rules of the Managed Account are set out in the Managed Account Annex (Managed Annex).

User Seat (seat): access to the System named by the Subscriber and tied to one natural person. The Contract includes a specified number of User Seats.

Superuser: that user of the Subscriber who manages the subscription in the System on behalf of the Subscriber (modification, termination, declarations), and to whose registered e-mail address the Provider sends notices concerning the Contract. The first Superuser is the person who accepts the Contract; the Subscriber may change the person of the Superuser in the System.

Company Profile: a profile compiled in the System from a target company's public data and the Provider's analysis.

Target Group: the set of target companies compiled for the Subscriber's product or service.

Campaign: the outreach to the companies of the Target Group by e-mail, carried out on behalf of the Subscriber and from its own sender address, and the management thereof.

Sending Mailbox: an e-mail account created on the Subscriber's own domain solely for the purposes of Campaigns and connected to the System by the Subscriber.

Reveal: the opening of a target company's identified data to the Subscriber in the System. The unit of the Monthly New-Company Quota.

Monthly New-Company Quota: the maximum monthly number of Reveals recorded in the Subscription Summary.

First Send: the sending of the first letter of the first Campaign from the Subscriber's Sending Mailbox.

Term: the twelve-month fixed duration of the Contract, which begins in accordance with clause 8.1.

Exit Window: the one-off right of termination specified in clause 8.2.

Acceptance Log: the record kept by the System of the acceptance of the Contract, which cannot be amended afterwards (Annex 5).

Message Channel: the written messaging interface in the System, opened by topic, operating between the Subscriber and the party managing its account (for a Managed Account, the Provider, the Account Management Partner or the Market Entry Partner managing the account; for a Self-Managed Account, the Provider) (Chapter 16, paragraph (1a)).

Month of the Term: where the Contract refers to the months of the Term, this means a period of one month each counted from the start date of the Term and from the successive anniversary dates thereof, not a calendar month.

Working Day: a working day in Hungary; the deadlines of the Contract are to be calculated accordingly. When scheduling the sending, the System also takes into account the public holidays of the recipient's country.

Where the Contract uses the terms "Account Management Partner", "Committed Work", "Onboarding Month" or "onboarding fee", these are defined by the Managed Account Annex; these terms do not apply to the Self-Managed Account.

3. Conclusion of the Contract

3.1 Prospect access

(1) The Provider grants prospect access to the System by invitation. Prospect access is of a demonstration nature, free of charge, and does not give rise to any payment obligation. The terms of prospect access are set out in the Prospect Terms accepted upon entry.

(2) During prospect access the System operates with sample data, no Campaign starts, and no letter goes out.

3.2 The acceptance procedure

(1) The Subscriber accepts the Contract in the System, by electronic means, through the following steps: a) setting the account mode and the configuration (Monthly New-Company Quota, number of User Seats), from which the System produces the Subscription Summary and the fee; b) the display and scrolling through of the full text of this Core GTC, the account-mode annex and the further annexes; c) the separate, express acceptance of the following terms individually: (i) the Contract has a twelve-month fixed Term, and monthly payment of the fee does not make it terminable on a monthly basis (clause 8.1); a declaration of termination for which the Contract does not provide does not terminate the Contract, and the fee remains payable until the end of the Term (clause 8.7 (2)); (ii) the Contract renews automatically at the end of the Term unless the Subscriber terminates it in accordance with clause 8.4; amended terms apply to the renewed Term only with the Subscriber's express acceptance, and failing acceptance the Contract terminates at the end of the current Term without liquidated damages (clause 8.4 (1) and Chapter 17, paragraph (3)); (iii) termination for the end of the Term may be given at any time during the Term, at the latest on the thirtieth day before the end of the Term, including while the service is suspended; termination and the Exit Window may be exercised in accordance with Chapter 8, in the System (clauses 8.4 (2) and 8.5); (iv) the accepting person is entitled to represent the Subscriber or has been authorised to do so; (v) if the Provider terminates the Contract with immediate effect because of the Subscriber's breach of contract, the Subscriber pays liquidated damages amounting to seventy per cent of the monthly fees remaining from the Term, but no more than six months' fees, due in a single sum, and damage exceeding the liquidated damages may also be claimed (clause 8.7 (1)); the following give grounds for termination with immediate effect: a fee debt, if the Subscriber does not settle it even within the fifteen-day deadline set in the notice sent after thirty days of delay (clause 6.5 (3)), unlawful use or an unlawful Campaign, the extraction, passing on or sale of the data assets, unauthorised use of the know-how, endangering the security of the System, false certification of the legal basis or circumvention of the lawfulness limits, liquidation, compulsory strike-off and voluntary winding-up (clause 8.6 (2)), and a breach of any other prohibition in Chapter 9, if the Subscriber does not remedy it within fifteen days of the Provider's written warning, or repeats it within twelve months (clause 8.6 (2b)); (vi) the fee paid is not refundable (clause 6.4); (vii) a chargeback does not extinguish the fee debt and constitutes a payment default, unless the charge had no legal basis (clause 6.6); (viii) the Provider's liability is limited in accordance with clause 11.4; (ix) a breach of the prohibition on exporting the data assets, and a breach of confidentiality, carry the liquidated damages under clause 13.4; (x) the dispute is governed by Hungarian law and by the court under clause 18.1; (xi) the Provider's designated staff may enter the account at any time, but only for a reason under clause 14.6 (1), may view the content of the account needed for that reason (including the content of the letters, of the Message Channel messages and of the Apex conversations), and may also examine it by automated, artificial-intelligence-assisted checking; for the purpose of preventing and detecting abuse the Provider acts as an independent controller (clause 14.6); (xii) communication relating to the service takes place on the Message Channel; a request, agreement or decision concerning the service is valid only if it has been recorded on the Message Channel; a message and attachment sent there cannot be edited or deleted by the users, and the Provider retains it for five years from the termination of the Contract; contact lists and Campaign data may not be uploaded to the Message Channel (Chapter 16, paragraphs (1a) and (1c), clause 14.3 (2)); (xiii) the Subscriber indemnifies the Provider against claims arising from the outreach to its own loaded contacts, and from the content of the Campaign letters, the Subscriber's product and the Subscriber's communications given in response to replies (clauses 4.2 c) and 11.5); (xiv) the Subscriber's silence does not constitute approval, a change requiring approval does not take effect without express approval, and where the lack of approval prevents sending, this constitutes delay on the part of the Subscriber; the exception is the remedy deadline proposed in the complaint procedure, which is deemed accepted after two Working Days of silence but changes nothing in the account; the System logs the requests, their viewing, the reminders and the declarations in a manner that cannot be deleted (Chapter 16, paragraphs (1d) and (1e)); (xv) the data of contact persons revealed from the Provider's data assets remain the Provider's even if they did not reply to the Campaign, replied with a rejection or asked for the outreach to stop; the Subscriber may use them only in the System, for its own Campaign, and not as its own list, and on termination of the Contract it receives only the data of the interested respondents and its own data (clauses 8.9 (2), 9.4 a) and 14.1); (xvi) for the purpose of the accuracy of the data assets and of deliverability, the Provider takes over from the Campaigns' data, as an independent controller, whether an address is undeliverable, whether a human reply has come from it, the observed position of the respondent and the date of the observation, and retains these for twenty-four months from the last observation (clause 12.3 (1a)); d) typing in the full name of the accepting person; e) reviewing, and where necessary correcting, the data provided and the configuration; f) confirming the acceptance.

The Provider has not submitted itself to any code of conduct.

(2) The System records the acceptance, the itemised marking of the separately accepted terms and the fact that the annexes were opened in the Acceptance Log, and sends the Subscriber the full text of the Contract (Subscription Summary, Core GTC, account-mode annex, further annexes) by e-mail in a durable, downloadable form.

(3) The Provider is entitled to rely on the statement concerning the accepting person's right of representation. If it turns out that the accepting person did not have the right to accept on behalf of the Subscriber, then the obligations arising from the Contract fall on that person personally, not on the Subscriber, unless the Subscriber subsequently approves the Contract. Only the following constitutes approval: a person entitled to represent the Subscriber approves the Contract in the System by an express declaration, or the fee is paid on behalf of the Subscriber with the knowledge of a person entitled to represent the Subscriber.

3.3 Entry into force

(1) The Contract enters into force on the day of successful payment of the first fee due. The first fee due is, for a Managed Account, the onboarding fee (Managed Account Annex), and for a Self-Managed Account, the first monthly fee (Self-Managed Account Annex). If the payment is not made, the Contract is not concluded, and the Subscriber's access remains that of a prospect.

(2) The Provider notifies the Subscriber of the entry into force in the System and by e-mail.

3.4 Written form

The Parties agree that the electronic acceptance under clause 3.2 creates the Contract, that the Acceptance Log proves the fact, time, content and accepting person of the acceptance, and that the Contract qualifies as a contract concluded in writing.

4. Content of the service

4.1 The service

(1) During the Term the Provider provides the Subscriber with access to the System and to Apex, through which the Subscriber may build its Target Group, run Campaigns from its own Sending Mailbox, and manage the incoming replies, the tasks and its client relationships, in accordance with the number of User Seats.

(2) Whether the Subscriber itself performs this work in its account (Self-Managed Account), or the Provider performs it for the Subscriber (Managed Account), is determined by the chosen account mode and the corresponding annex. The prevailing operation of the System is described in Annex 2.

4.2 Further elements of the service

Within the framework of the Contract, the Subscriber may, during the Term, use: a) Apex and the interface of the System in accordance with the number of User Seats; b) the Company Profiles of the companies of the Target Group, the history of letters sent and received, the tasks and the client-relationship management; c) the loading into the System of its own contacts (including its existing business contacts and its leads from other sources), exclusively through Apex, using the import function of the System (Chapter 16, paragraph (1c)). The outreach to the loaded contacts is included in the fee and does not count against the Monthly New-Company Quota. The Subscriber is the controller of the data of the loaded contacts: it warrants that it has an appropriate legal basis for contacting them, and it bears full responsibility for the letters sent to them. A list whose recipients the Subscriber could not lawfully contact may not be loaded. Upon loading, the Subscriber declares in the System that it has an appropriate legal basis for contacting the loaded contacts, and assumes responsibility for the existence of that legal basis; the Subscriber is liable for the truthfulness of the declaration. The number of own contacts that may be loaded during the Term is at most twelve times the Monthly New-Company Quota in effect at the time. The System schedules the outreach to the loaded contacts in accordance with the sending rules. The Subscriber is liable for any regulatory fine, third-party claim and cost arising from the outreach to the loaded contacts, and indemnifies the Provider against any such claim. If it turns out that the Subscriber has no legal basis for contacting the recipients of the loaded list, the Provider blocks the list and the affected Campaign; in a flagrant case this constitutes a serious breach of contract giving grounds for termination under clause 8.6 (2) e).

In the case of a Managed Account, the Subscriber, in addition to the above, also uses the Committed Work, the Account Management Partner's cooperation and the Onboarding Month under the Managed Account Annex.

4.3 The Monthly New-Company Quota

(1) In each month of the Term (Chapter 2: the monthly window aligned to the anniversary date, Annex 2, point A)) the System allows at most the number of Reveals corresponding to the Monthly New-Company Quota. The quota is an upper limit, not a committed quantity: the actual pace is also influenced by the Subscriber's market, the capacity of the Sending Mailboxes and deliverability.

(2) A quota not used up in the month may not be carried over to the following month and does not entitle to a fee reduction.

(3) A Reveal does not count against the quota where the target company's first letter is permanently undeliverable, or where the target company is no longer operating at the time of placement into the Campaign. Such a unit is refunded to the Subscriber.

In the case of a Managed Account, the Managed Account Annex contains further rules on the Provider-side use of the Monthly New-Company Quota and on the credit due on account of it.

4.4 The letters

(1) The sender of the letters is in every case the Subscriber, from the Sending Mailbox on its own domain. The Provider never sends a letter from its own address on behalf of the Subscriber.

(2) The Subscriber approves the content of the letter sent out in the System. Without approval, no letter goes out; the Subscriber's silence does not constitute approval (Chapter 16, paragraph (1d)). Only the text approved by the Subscriber goes out: the System inserts into it only the approved variables (for example the recipient's name and the company's name) and the approved text variants, and does not itself generate or change the content of the letter.

(3) The System limits the pace of sending, the daily quantity and the interval between letters in the interests of deliverability and the protection of the recipients. These limits may not be relaxed even at the Subscriber's request. The System displays the limits applicable to the Subscriber's account (Annex 2, point D)).

(4) If a target company responds to the outreach with a rejection or requests not to be contacted, the System permanently excludes the target company from the Subscriber's Campaigns.

4.5 Target companies at several Subscribers

The Provider does not reserve target companies for any single Subscriber; there is no target-company exclusivity. The same target company may be contacted by several Subscribers, each with its own product or service and its own positioning; this does not constitute a breach of the Contract. Within one Subscriber's Campaigns the same target company is in only one Campaign at a time, and a target company excluded under clause 4.4 (4) receives no further outreach from that Subscriber.

4.6 What the service does not include

The Contract does not include, in particular: a) the negotiation with prospects and the closing of the sale; this is the Subscriber's task; b) a telephone customer service or telephone sales; the Provider provides support within the System, in writing (Chapter 16); c) the handover or export of the Provider's data assets (Company Profiles, target-company lists) from the System.

4.7 Development of the System

The Provider continuously develops the System and is entitled to change its interface, functions and operation, provided that the essential content of the service is not reduced. The Provider provides information on developments in the System.

5. Account mode and commencement of the service

(1) The Subscriber chooses the account mode (Self-Managed Account or Managed Account) upon acceptance of the Contract. The account mode determines who performs the work in the Subscriber's account, whether there is a preparatory phase, and which fee elements are due.

(2) The manner of commencement of the service, any preparatory phase and the account-mode rules on the start of the Term are set out in the account-mode annex (in the case of a Managed Account, with the provisions on the Onboarding Month and the onboarding fee).

(3) Irrespective of the account mode, the Subscriber is obliged to provide the cooperation necessary for the commencement of the service (clause 9.7), in particular the connection of the Sending Mailbox (clause 9.2).

(4) During the term of the Contract, the account mode changes only in the case specified in the account-mode annex, and only by the Subscriber accepting the annex of the new account mode in the System. By way of derogation, the Provider may convert the Self-Managed Account into a Managed Account without acceptance if the Partner Agreement terminated because of a serious breach of contract by the Partner (point Ö.6 (5) of the Self-Managed Account Annex); the conversion takes effect on the next anniversary date.

6. Fees, payment, invoicing

6.1 The fees

(1) The monthly fee is the amount set out in the Subscription Summary, consisting of the fee for the base package plus the fee for any additional User Seats and additional Monthly New-Company Quota, as set out in Annex 1.

(2) The fees are net amounts, subject to value added tax at the rate in force from time to time. Where the Subscriber is a taxable person in another Member State of the European Union and holds a valid EU tax number, the Provider invoices under the reverse-charge rules, without charging tax; the Provider verifies the validity of the tax number. The place of supply of the service provided to a business Subscriber established outside the European Union is the Subscriber's registered office; the Provider therefore does not charge Hungarian value added tax, and the Subscriber fulfils its tax obligations under its own law itself.

(3) The Provider sets the fee for a Hungarian Subscriber in forints, and the fee for any other Subscriber in euros. The two fees are independent published fees: neither is an amount converted from the other, and neither changes on account of exchange-rate movements.

6.2 Due date and method of payment

(1) The monthly fee is payable monthly in advance, on the calendar day corresponding to the start date of the Term (hereinafter: "anniversary date"). If the month has no such day, it is payable on the last day of the month.

(2) Payment is made through the Provider's payment service provider (Stripe), by automatic charge to the bank card provided by the Subscriber. The Subscriber ensures that the card provided is valid and funded, and records any change of card in the System.

(3) The method and rhythm of payment do not affect the Term of the Contract: the fee due each month is a monthly instalment of the fee for the twelve-month Term. The Subscriber separately accepts this under clause 3.2.

6.3 Invoicing

(1) The Provider issues and sends the invoice to the Subscriber electronically, through the invoicing service provider (Annex 4), following the successful charge. The Provider does not send pro forma invoices.

(2) The invoices remain accessible in the System afterwards.

6.4 Refunds

Fees paid are not refundable, except where the Contract expressly so provides (clauses 4.3 (3), 8.8 and 10.3 (3), as well as the credit under the Managed Account Annex (point M.3) and the exit under point M.6 (6) d), and furthermore the refund of the onboarding fee upon withdrawal under point M.5.4 (2)). The Subscriber may not claim a refund of the fee on the ground that it has not used the service in whole or in part.

6.5 Late payment

(1) If a charge fails, the System retries the charge and notifies the Subscriber.

(2) If the fee is not received within ten days of the due date, the Provider suspends the service: Campaigns stop, and access to the System is limited to settling payment and to the declarations under clause 8.5. The suspension does not affect the Term or the obligation to pay the fee. On settlement of the fee, the service resumes automatically.

(3) If the fee is still not received within thirty days of the due date, the Provider sends the Subscriber a written notice to pay the fee, in the System and by e-mail to the Superuser and to the Subscriber's billing contact, setting a deadline of fifteen days from delivery of the notice. If the fee is not received within that deadline either, the Provider may terminate the Contract with immediate effect (clause 8.6 (2) a)), and the liquidated damages under clause 8.7 become due.

(4) In the event of default, the Provider is entitled to late-payment interest under the Hungarian Civil Code and to the flat-rate compensation for recovery costs.

6.6 Chargeback and payment dispute

(1) If the Subscriber recalls or disputes an already completed charge with the card issuer or the payment service provider, the refunded amount remains outstanding as a debt to the Provider, and the Provider immediately suspends the service until the dispute is resolved.

(2) A chargeback, blocking the card or revoking the payment authorisation does not constitute termination of the Contract and does not extinguish the obligation to pay the fee. The recalled amount is due on the day of the chargeback, by another method of payment designated by the Provider, and the Parties treat the chargeback as late payment under clause 6.5. If the recalled amount is not settled within thirty days of the chargeback, the Provider may terminate under clause 8.6 (2) a) after the notice under clause 6.5 (3), and clause 8.7 applies.

(3) Paragraphs (1) and (2) do not apply, and the chargeback does not constitute late payment, if the charge that was recalled had no legal basis, in particular in the case of a double charge, a charge after the Contract has effectively terminated, or a charge of an amount different from the fee under the Contract; in the case of a different amount, this applies to the excess without a legal basis.

6.7 Change of fees

The Provider does not increase the fees during the current Term. A change of fees takes effect at the earliest from the next Term, provided that the Provider has communicated the change in the System and by e-mail at least sixty days before the end of the Term. The Subscriber may terminate before renewal under clause 8.4.

It does not constitute a change of fees, and does not give rise to a right of termination, if, in the case of a Self-Managed Account, the Market Entry Package ceases during the Term because the Partner Agreement terminates or because the Provider ends the Market Entry Partner type following the review under the Partner Agreement (point P.3 (4a) of Annex P to the Partner Agreement, points Ö.4 and Ö.6 of the Self-Managed Account Annex).

It does not constitute a change of fees, and does not give rise to a right of termination, if the discount under the Partner Agreement shown on the invoice as a price reduction (point PSZ.6 of the Partner Agreement) becomes applicable to, changes in amount on, or ceases on the subscription of the own business of a partner that has concluded a Partner Agreement.

7. Amending the subscription

(1) The Subscriber may itself amend the number of User Seats and the Monthly New-Company Quota in the System.

(2) An increase (more User Seats, a larger quota) takes effect immediately; the difference for the remainder of the current month is payable on a pro rata basis.

(3) A reduction in the number of User Seats takes effect from the next anniversary date.

(4) A reduction in the Monthly New-Company Quota takes effect from the next Term, because the quota is part of the annual commitment.

(5) An amendment may not go below the base package configuration (Annex 1).

(6) An amendment does not constitute termination and does not restart the Term.

8. Term, renewal, termination

8.1 Term

(1) The Contract is concluded for a fixed Term of twelve months. The Term begins on the day of the First Send, subject to the exception in the account-mode annex (in the case of a Managed Account, with the rules on the Onboarding Month and on a delayed start).

(2) The Contract may not be terminated during the Term by ordinary notice. The only exceptions are the Exit Window (clause 8.2), the exit under the operational guarantee (clause 8.3) and the right of termination or withdrawal expressly provided in the account-mode annex for the case specified there. Monthly payment of the fee does not make the Contract terminable on a monthly basis.

8.2 Exit Window

(1) The Subscriber may, on one occasion until the last day of the third month of the Term, terminate the Contract without giving reasons in the System (clause 8.5).

(2) A termination made in the Exit Window takes effect on the last day of the third month of the Term (Chapter 2: the third one-month period counted from the start date of the Term). The Subscriber is not liable for any fee from the fourth month; the fee for the third month is due in full. In the case of a Managed Account, the onboarding fee is not refundable even where the Exit Window is used (Managed Account Annex).

(3) The Exit Window is available only in the first Term; there is no Exit Window in a renewed Term.

8.3 Exit under the operational guarantee

(1) The Provider guarantees the operation of the elements of the service performed by the System: the availability of the System interface, the sending by the System of approved letters, the receipt and processing on the system side of incoming replies, and the availability under clause 10.3. If the Provider fails to ensure this operation substantially and persistently (for example, no letter goes out from the System, or the processing of replies on the system side is interrupted), the Subscriber may report this in the System, specifying which element is failing and in what respect. An individual, isolated fault or a defective part-performance that does not affect the service as a whole does not give rise to the exit under this clause; the Provider remedies such a fault under clause 10.1.

(2) The Provider remedies the shortcoming within fifteen days of the report. If it does not do so, the Subscriber may terminate the Contract; the termination takes effect on the last day of the month of termination, and from then on the Subscriber is not liable for any fee. Fees already paid are not refundable, unless the account-mode annex provides otherwise.

(3) The operational guarantee relates to the Provider's performance, not to its result. The number of replies, the reply rate, the number of prospects or the failure to conclude business does not give rise to the exit under this clause (Chapter 11).

(4) In the case of a Managed Account, the operational guarantee also extends, under the Managed Account Annex, to the performance of the Committed Work.

8.4 Automatic renewal and termination for the end of the Term

(1) On expiry of the Term, the Contract renews automatically for a further Term of twelve months, on the terms accepted by the Subscriber and at the fee then in force (clause 6.7), unless the Subscriber terminates it under paragraph (2). No further acceptance by the Subscriber is required for the renewal: the Subscriber separately accepts the condition of renewal already on accepting the Contract, under clause 3.2, and that acceptance extends to renewed Terms as well. Terms amended under Chapter 17, paragraph (3) apply to the renewed Term only if the Subscriber expressly accepts them in the System; failing acceptance, the Contract terminates at the end of the current Term in accordance with Chapter 17, paragraph (3).

(2) The Subscriber may terminate the Contract for the end of the Term in the System, at any time during the Term, at the latest on the thirtieth day before the end of the Term. A termination submitted after the deadline takes effect for the end of the next Term. Exception: after the termination of the Partner Agreement, the Contract for a Self-Managed Account may be terminated until the last day of the Term in accordance with point Ö.6 (3) a) of the Self-Managed Account Annex.

(3) At least sixty days before the end of the Term, the Provider warns the Subscriber in the System and by e-mail of the approaching renewal, the deadline for termination and the fee for the renewed Term. The warning is duly given if it has appeared in the System, or has been sent to the e-mail address registered for the Subscriber's Superuser; the presumption of delivery under Chapter 16 also applies here.

(4) The termination takes effect on the last day of the Term; until then the service and payment of the fee continue unchanged.

8.5 Method of termination

(1) The Subscriber makes its declarations under clauses 8.2, 8.3 and 8.4 in the System, on the interface for managing the subscription. The process consists of several steps, and the System records and confirms the declaration together with its time. The interface is available while the service is suspended as well (clauses 6.5 (2) and 6.6 (1)).

(2) A declaration made by e-mail, orally, or to an employee or subcontractor of the Provider does not constitute termination. Exception: if the System is unavailable to the Subscriber for three consecutive days, or the termination interface is not working, the Subscriber may make its declaration by e-mail sent to [email protected]; in that case the declaration takes effect on the day the e-mail is received. The Subscriber may rely on a fault of the System or of the interface only if it reported the fault, when the impediment arose and within the deadline available for the declaration, to the same e-mail address.

(3) In the case of a Managed Account, the Account Management Partner may, following the termination, consult with the Subscriber in the System (point M.6 (7) of the Managed Account Annex); this does not affect the effect of the termination.

8.6 Termination with immediate effect

(1) Either Party may terminate the Contract with immediate effect if the other Party commits a material breach of the Contract and fails to remedy the breach within fifteen days of receiving a written notice to that effect.

(2) The Provider may terminate the Contract with immediate effect, without the remedy period under paragraph (1), if the Subscriber a) is in default of payment of the fee for more than thirty days, and does not pay the fee even within the deadline set in the notice under clause 6.5 (3); b) uses the System for an unlawful purpose or in an unlawful manner, in particular runs an unlawful Campaign (clause 9.4 e)); c) extracts, passes on or sells the Provider's data assets contrary to the prohibition in clause 9.4 a), or uses the know-how under clause 13.3 contrary to the prohibition (clause 13.4 (1)); d) endangers the security of the System; e) falsely certifies the consent or legal basis required for lawful outreach, or circumvents the lawfulness limits of the System; f) becomes subject to liquidation or compulsory strike-off proceedings, or resolves on its voluntary winding-up.

(2a) The initiation of bankruptcy proceedings or restructuring proceedings, or a moratorium, is not in itself a ground for termination; in these proceedings the Provider may exercise its right of termination to the extent permitted by law, in particular on account of non-payment of fees falling due during the proceedings.

(2b) In the event of a breach of any other prohibition in Chapter 9 (where it does not fall under paragraph (2)), the Provider first warns the Subscriber in writing in the System, specifying the prohibition breached, and grants fifteen days for a remedy. The Provider may terminate the Contract with immediate effect if the Subscriber does not remedy the breach within that deadline, or if it breaches the prohibition covered by the warning again within twelve months of the warning.

(3) Where the service fails to operate, the Subscriber may exit under clause 8.3 (in the case of a Managed Account, also under the Managed Account Annex); paragraph (1) of this clause does not apply to that case. Missing the response deadline under Chapter 16, paragraph (1b) does not in itself constitute a material breach under paragraph (1); in the case of a Managed Account, its legal consequence is governed by the complaint procedure under point M.6 (6) of the Managed Account Annex.

8.7 Early termination within the Subscriber's sphere of interest

(1) If the Contract terminates before the expiry of the Term because of a breach by the Subscriber, by the Provider's termination under clause 8.6 (2) or (2b), the Subscriber pays liquidated damages amounting to seventy per cent of the monthly fee for the months of the Term remaining after termination, but no more than six months' fees; the liquidated damages are due in a single sum on the day of termination. The Parties set the liquidated damages as a flat-rate estimate of the Provider's lost cover; the reduction compared with the remaining fee is a flat-rate estimate of the costs the Provider saves because of the termination. The Provider may also claim its damage exceeding the liquidated damages; the liquidated damages are to be credited against the compensation. A court may reduce excessive liquidated damages.

(2) A declaration by the Subscriber terminating the Contract for which the Contract does not provide does not terminate the Contract, and the Subscriber's obligation to pay the fee continues until the end of the Term. The Contract provides for termination in clauses 8.2, 8.3, 8.4, 8.8, 14.2 and 18.2, in the account-mode annex for the case specified there, and on account of a material breach by the Provider under clause 8.6 (1).

(3) The liquidated damages do not affect fees that have become due up to termination.

8.8 Discontinuation of the service by the Provider

If the Provider discontinues the provision of the Trendizz Apex service, it may terminate the Contract on at least sixty days' notice. In that case the Provider refunds, on a pro rata basis, the fee already paid by the Subscriber for the period after termination.

8.9 Legal consequences of termination

(1) On termination of the Contract, Campaigns stop and the Subscriber's access to the System ceases, subject to the exception in paragraph (2).

(2) Within thirty days of termination, the Subscriber may request the release of its data under clause 14.1 b) (its own loaded contacts, its client-relationship entries, notes and tasks, the data of the interested respondents, and its correspondence with these persons) in a commonly used, machine-readable format. The Provider fulfils the release within fifteen days of the request. The Provider's data assets (Company Profiles, target-company lists, analyses) are not part of the release, and nor are the data of the contact persons who did not reply to the Campaign, replied with a rejection or asked for the outreach to stop; the Provider keeps the rejection and the request to stop in the exclusion register (clause 14.1 c)). The letters in the Subscriber's own mailbox belong to the Subscriber, but the Subscriber may not use the recipients of unanswered or rejected letters as a list (clause 9.4 a)).

(3) After termination, the Provider retains the Subscriber's data under Chapter 14 and then erases it. The register of excluded target companies, the Acceptance Log and the accounting vouchers are kept for the period prescribed by law.

(4) Termination does not affect fees that have become due up to termination, the confidentiality, intellectual-property and data-protection provisions, or the obligation under clause 8.7.

9. The Subscriber's obligations and limits on use

9.1 Lawful activity and true data

(1) The Subscriber warrants that the company data it provided on accepting the Contract is true, and that it will record any change to that data in the System within fifteen days.

(2) The Subscriber warrants that the product or service to be marketed in Campaigns is real, may be lawfully marketed, and that the information it has given to the Provider about it corresponds to the truth. Where the campaign text is prepared by the Provider (Managed Account), the Provider does so on the basis of the Subscriber's information and does not verify its truthfulness.

(3) The sender of the letters is the Subscriber. The Subscriber is liable for the content of approved letters, for the statements made in them and for the communications given by the Subscriber in reply. The Provider is liable for operating the lawfulness limits of the System and, where the campaign text is prepared by the Provider, for its professional and linguistic quality.

9.2 The Sending Mailbox

(1) The Subscriber creates the Sending Mailbox on its own domain, solely for the purposes of the Campaigns, and connects it to the System itself, guided by Apex. The password, access key or token of the mailbox is never requested or received by an employee or subcontractor of the Provider (including the Account Management Partner); the Subscriber does not disclose such data to anyone.

(2) The Subscriber does not use the Sending Mailbox for any other purpose during the Term, and carries out the technical settings of its domain required for deliverability (SPF, DKIM, DMARC) at its own domain provider, in accordance with the Provider's guidance.

(3) The System reads and stores the correspondence of the Sending Mailbox (the letters sent and the replies received to them) for the purpose of providing the service. The Subscriber ensures that no correspondence other than the Campaigns, unrelated to the service, enters the Sending Mailbox.

9.3 User Seats and account security

(1) A User Seat belongs to a named natural person and may not be shared. The person of the user may be changed in the System.

(2) The Subscriber is responsible for keeping user login data confidential and for all activity carried out in its accounts. If the Subscriber detects unauthorised access, it reports this to the Provider without delay.

(3) The Subscriber ensures that its users comply with the provisions of the Contract; the Subscriber is liable for the conduct of the users as for its own.

9.4 Prohibitions

The Subscriber and its users are not entitled to: a) extract, copy, transfer to another system, pass on to a third party or sell, on a mass scale, whether manually or by programmed means, the data assets of the System (Company Profiles, target-company lists, analyses, contact details). It is proper use of the service where the Subscriber views individual Company Profiles and individually transfers into its own records the data of the company with which it has come into actual contact as a result of the Campaign (it replied with interest, negotiations started; clause 14.1 b)). Saving the company data of the Target Group into its own records beyond this, on a regular basis or in large quantities, breaches this prohibition even where it is done manually, one by one. It also breaches this prohibition if the Subscriber takes the recipients of unanswered or rejected letters in its own mailbox into its own records, or uses them as a list (including for outreach outside the System); b) access the System by automated means (robot, scraper, script), except through the interfaces provided by the Provider; c) reverse-engineer the System, or use its operating principle, methodology or texts to develop a product or service with a similar purpose; d) re-supply, lease or use the System or any part of it for a third party, or for the benefit of a company not named in the Contract, except for the use expressly permitted in the account-mode annex; e) use the Campaigns with content that is unlawful, misleading, defamatory, hateful or infringing the rights of a third party, or for the purpose of unsolicited bulk messaging (spam); f) circumvent, or attempt to circumvent, the sending, scheduling and exclusion limits of the System (clause 4.4); g) probe, test or breach the security of the System without the Provider's prior written consent; h) use Apex for a purpose other than the purpose of the Contract. In its intended use, Apex serves solely work connected with the System and the service: managing target groups, Campaigns, letters, tasks and client relationships, negotiation preparation, reports, and questions about the service. It may not be used as a general assistant, for a task unconnected with the System, for the benefit of a third party, or to produce unlawful or offensive content.

9.5 Country-by-country lawfulness limits

(1) The law of the country of the recipient company determines whether business outreach may be sent without prior consent. Where a Campaign includes outreach addressed to a country where prior consent is required, Apex warns the Subscriber of this and asks for documented certification of the recipient's consent. The certification is the Subscriber's express declaration, logged in the System, as to the existence, time and manner of the consent; the Provider does not examine the truthfulness of the declaration. The decision to send to such a country rests with the Subscriber as controller, and the Subscriber is responsible for the sending; the lawfulness limit operates as intended if Apex gives the warning and asks for the certification.

(2) The Subscriber declares consent only on a real, verifiable basis. The Subscriber is liable for any regulatory fine, competitor claim and cost arising from a false declaration, from a send started without certification despite the warning, from circumventing the limits or from the Subscriber's own sending outside the System, and indemnifies the Provider against any such claim. If the cause of the claim is a malfunction, through the Provider's fault, of the Provider's lawfulness limit, clause 11.5 (2) applies.

9.6 Monitoring and restriction of Apex use

(1) The Provider may monitor conversations conducted with Apex in accordance with clause 14.6, and the System may also examine them automatically; in the case of a Managed Account, the Account Management Partner sees the conversations of the managed account in accordance with the Managed Account Annex. The monitoring is part of the provision of the service; the content thus learned is subject to the confidentiality under Chapter 13.

(2) If the use breaches clause 9.4 h), or exceeds proper use to such an extent that it disproportionately increases the cost of the service, the Provider warns the Subscriber in the System and, if the warning is ineffective, may restrict the affected user's access to Apex. The restriction does not affect the service or payment of the fee; termination of the Contract is governed by clause 8.6 (2b), and in the case of unlawful use by clause 8.6 (2) b).

9.7 Cooperation during the Term

The Subscriber cooperates during the Term as well: it replies to the Provider's requests within five Working Days (or, where the account-mode annex sets a shorter deadline, within that deadline), handles the prospects assigned to it as tasks, and decides on proposals to amend the targeting or the campaign text. A failure to cooperate excuses the Provider's performance and does not affect the obligation to pay the fee.

10. The Provider's obligations

10.1 Diligent performance

The Provider provides the service with the diligence that can be expected of it, in accordance with professional practice, and informs the Subscriber in the System of the status of the service.

10.2 Continuity of subcontractors

A change in the person of a subcontractor engaged by the Provider to perform the Contract (clause 10.4) does not affect the service, the Subscriber's data or the running Campaigns; the service continues unchanged. In the case of a Managed Account, the Managed Account Annex contains further provisions on the Account Management Partner and on continuity.

10.3 Availability and maintenance

(1) The Provider undertakes to maintain the System at 96% annual availability. In calculating availability, the Provider does not take into account maintenance announced in advance, any cause within the Subscriber's sphere of interest, a fault of a third party (internet service provider, e-mail system) or force majeure. A subcontractor of the Provider under clause 10.4 does not qualify as a third party; the Provider is liable for its activity under clause 10.4 (2).

(2) The Provider announces planned maintenance in the System at least one day in advance, and carries it out outside working hours where possible. When the System is being developed, a short write-pause of a few minutes may occur, which the System signals in advance; the sending of Campaigns is not interrupted at such times, only writing on the interface is paused.

(3) If availability falls below the undertaken level in a calendar year, the Subscriber is entitled to a credit against the next monthly fee corresponding to the pro rata part of the outage. This is the only legal consequence of a failure to meet availability, unless the outage frustrates the operation of the service under clause 8.3.

10.4 Subcontractors

(1) The Provider engages subcontractors to perform the Contract, in particular a payment service provider, an invoicing service provider, a hosting provider and providers of artificial-intelligence models. In the case of a Managed Account, where the account is not managed by a member of the Provider's staff, the Provider also engages an external managing partner as a subcontractor: an Account Management Partner or Market Entry Partner that has concluded a Partner Agreement with the Provider and whose registered office or domicile is in the European Economic Area, the United Kingdom or Switzerland. The list of subcontractors is contained in Annex 4; the rules of Annex 3 also apply to subcontractors that process personal data.

(2) The Provider is liable for the activity of its subcontractors as if it had acted itself.

(3) The Provider engages the artificial-intelligence providers on terms under which the provider may not use the data transferred to it to train its own models.

10.5 Data security, backup and restoration

(1) The Provider makes an encrypted backup of the System's data every day, which it stores in two independent locations: on cloud storage operating within the territory of the European Union and at its own premises. The Provider keeps the backups as daily, weekly and monthly snapshots, with a fixed retention scheme, for a maximum of six months; erased data disappears from the backups under this retention scheme, within six months at the latest. The encryption key is held solely by the Provider.

(2) In the event of a malfunction of the System or a loss of data, the Provider restores the System without delay from the most recent daily backup. In the course of restoration, at most the data of the period elapsed since the backup, within one day, may be lost, and this may affect only the conversations conducted with Apex and the client-relationship entries, notes and tasks recorded in the System during that period. Sent and received letters are not lost: they are available in the Subscriber's own Sending Mailbox, and the System re-reads them from there after restoration. The Target Group, the Campaigns and the Provider's data assets can be fully restored from the backup.

(3) This clause does not extend the Provider's liability under clause 11.4.

10.6 Information

The Provider informs the Subscriber in the System of any circumstance that substantially affects the performance of the service, in particular a deterioration in deliverability, the exhaustion of the Target Group or a fault of the Sending Mailbox.

11. Outcome, liability

11.1 No outcome guarantee

(1) The Provider undertakes to provide the service, but not its outcome. The number and proportion of replies from the companies contacted, the number of prospects, and the course of negotiations and deals depend on the Subscriber's product, price, market and expertise and on the recipients' decisions, and the Provider is not liable for these.

(2) The figures communicated by the Provider (reply rates, examples, references) are averages measured at earlier clients, and they constitute no promise or undertaking as to the Subscriber's own outcome.

11.2 Deliverability

The delivery of letters depends on the Subscriber's domain, its reputation and settings, on the content of the letters, and also on the recipients' mail systems and filters. A letter being classified as spam or failing to be delivered does not constitute defective performance by the Provider, provided that the Provider has complied with the sending rules (clause 4.4, Annex 2).

11.3 Accuracy of the data assets

The Provider's data assets are produced from publicly available sources, in part through automated and artificial-intelligence-assisted processing. The Provider does not warrant that the source published the data in accordance with reality, nor that the analysis shown on the Company Profile is accurate in every case. The Provider corrects a detected error upon a report made in the System.

11.4 Limitation of liability

(1) The Provider limits its liability for damage caused in connection with the Contract to the amount of the fee actually paid by the Subscriber to the Provider in the twelve months preceding the occurrence of the event giving rise to the claim. In the case of several claims, this amount is the aggregate cap for the claims.

(2) The Provider is not liable for indirect damage, consequential damage, lost profit, harm to business reputation, the cost of restoration due to data loss, or claims suffered from third parties, unless the Provider caused these intentionally or through gross negligence. This paragraph does not exclude compensation, within the limits of paragraph (1), for a claim asserted by a third party under clause 11.5 (2), or for a regulatory fine or a data subject's claim caused by the Provider or its subcontractor (including the Account Management Partner), in particular through a breach of confidentiality, of the data-protection obligations, of clause 9.2 or of point M.6 (4) of the Managed Account Annex, or through a letter having gone out without the Subscriber's approval (clause 4.4 (2)).

(3) The limitation under this clause does not apply to liability for damage caused intentionally or through gross negligence (section 6:152 of the Hungarian Civil Code), or for damage to human life, bodily integrity or health, nor to any case in which the law excludes the limitation of liability.

(4) The Provider is not liable for faults of the internet, the Subscriber's mail system, the domain provider or any other system outside the Provider's sphere of interest, nor for the consequences of force majeure. A subcontractor of the Provider under clause 10.4 does not qualify as a third party outside the Provider's sphere of interest; the Provider is liable for its activity under clause 10.4 (2).

(5) The Managed Account Annex may set a shorter limit and a shorter objection deadline than paragraph (1) for liability for damage caused by a quality defect of the Committed Work (the quality of the Account Management Partner's work); paragraph (3) also applies to this. The limit under paragraph (1) applies to a breach of confidentiality, of the data-protection obligations, of clause 9.2 or of point M.6 (4) of the Managed Account Annex, and to a letter sent out without the Subscriber's approval.

11.5 Claims of third parties

(1) If a recipient or another third party asserts a claim against the Provider on account of the content of a Campaign letter, the Subscriber's product, or a communication given by the Subscriber in response to replies, the Subscriber indemnifies the Provider against the claim and reimburses the Provider's reasonable costs.

(2) If the basis of the claim is a malfunction of the System's scheduling, exclusion or lawfulness limits due to the Provider's fault, the Provider is liable for the claim within the limits of clause 11.4.

12. Intellectual property, ownership and use of the data

12.1 The Provider's intellectual property

(1) The System, Apex, the Provider's data assets (including the Company Profiles, the target-company lists and the analyses), the campaign methodology, the process of compiling the letters for each recipient, the reply-handling logic and every software element of the System are the Provider's exclusive property and trade secret, regardless of whether they are protected by copyright or otherwise.

(2) During the Term the Subscriber receives a non-exclusive, non-transferable, non-sublicensable right to use the System, solely for the purpose and within the framework of the Contract. This right ceases upon the termination of the Contract.

(3) The campaign texts go out in the Subscriber's name with the Subscriber's approval; during and after the Term the Subscriber may freely use the letters sent in its own name. The method of producing the texts and the unapproved text variants remaining in the System stay the Provider's property.

12.2 The Subscriber's data

(1) The Subscriber owns all data that it enters into the System or that arises from its activity: its company data, the information relating to its product and customers, its own loaded contacts, its client-relationship entries, notes and tasks, the data of the interested respondents (clause 14.1 b)), and the letters sent in its name and received by it (hereinafter: "Subscriber Data"). The data of a contact person revealed from the Provider's data assets is not Subscriber Data if the contact person did not reply, replied with a rejection or asked for the outreach to stop (clause 14.1 c)); a letter addressed to such a recipient in the Subscriber's mailbox belongs to the Subscriber, but the Subscriber may not use the recipient as a list (clause 9.4 a)).

(2) The Provider uses the Subscriber Data to perform the Contract, to operate the service, for viewing under clause 14.6 and in accordance with clause 12.3, and for no other purpose.

12.3 Aggregated, anonymous use and the accuracy of the data assets

(1) The Subscriber, as controller in respect of the Campaigns' data, consents by documented instruction to the Provider using the Campaigns' data, including their anonymisation, the classification of the replies and the data on the use of the System, in aggregated and anonymised form, to measure and develop the service, to improve the operation of the System and Apex, and to publish general statistics that do not identify the Subscriber or the recipients.

(1a) The Subscriber, as controller of the data under clause 14.1 b), authorises the Provider to take over from the Campaigns' data, for the purpose of the accuracy of the data assets and of the deliverability of letters, as an independent controller, solely the following: the undeliverability of an address, whether a human reply has come from the address, the observed position of the respondent and the date of the observation. The Provider does not take over the content of the letters or the nature of the reply (interest or rejection). The Provider retains the data taken over for twenty-four months from the last observation. The Provider does not make the results of any Subscriber's Campaigns recognisable to another Subscriber, and does not use the data taken over to rank contact persons for another Subscriber.

(2) The Provider carries out such use so that neither Apex nor any other part of the System is able to return any Subscriber's data, directly or indirectly, to another Subscriber or to a third party. The Provider does not hand over the Subscriber Data for the training of a third party's artificial-intelligence model, and does not train the models used in the System in a manner that would make the Subscriber Data identifiably retrievable.

(3) Publication of the Subscriber's name, logo, specific results or statement requires separate permission under Chapter 15.

12.4 Feedback

The Provider may use the Subscriber's suggestions, ideas and feedback relating to the System without consideration and without restriction.

13. Confidentiality and the protection of the know-how

13.1 Confidential information

(1) Confidential information means all business, technical, financial or other data that the Parties learn about each other, each other's clients or each other's operations in connection with the Contract, regardless of its form and of whether it was marked as confidential. On the Provider's side, confidential information includes in particular the operation of the System, the data assets, the methodology and the internal rules of pricing; on the Subscriber's side, in particular the data relating to its product, customers, targeting and results.

(2) Information is not confidential where it has become publicly known other than through the other Party's fault, where the Party lawfully obtained it from a third party without an obligation of confidentiality, or where its disclosure is required by law or by an authority. The text of the Contract is not confidential information. Without breaching confidentiality, a Party may disclose confidential information, to the extent necessary, to its legal, tax and audit advisers bound by confidentiality, to its financing banks and potential acquirers, and to the courts and authorities (including the supervisory authority).

13.2 Obligation

(1) The Parties use the confidential information solely to perform the Contract, do not disclose it to a third party, and protect it with at least the care they apply to their own similar information, but at least with reasonably expected care. The confidential information may be learned only by those employees and subcontractors who need it for performance and who are bound by confidentiality of the same content.

(2) The confidentiality obligation continues without time limit after the termination of the Contract as well.

13.3 Know-how

The Subscriber acknowledges that the Provider's campaign methodology, the process of target-group building and letter production, the reply-handling logic and the operating principle of the System are the Provider's know-how. The Subscriber neither copies nor describes these to a third party during or after the term of the Contract, and for three years from the termination of the Contract does not use any trade secret actually learned in the course of performing the Contract to develop a service or software with a similar purpose. The protection of the trade secret continues after the three years have elapsed, for as long as the secret exists; this clause does not extend to solutions that are publicly known or independently developed by the Subscriber. Where the Subscriber is a partner that has concluded a Partner Agreement with the Provider, this clause prohibits only the development of software or a platform; it does not extend to the partner's prior and general sales, export-development and professional knowledge, or to its client relationships.

13.4 Liquidated damages

(1) If the Subscriber extracts, passes on or sells the Provider's data assets contrary to the prohibition in clause 9.4 a), or uses the know-how under clause 13.3 to develop a competing service or software, it pays the Provider liquidated damages in an amount equal to twelve months' fee under the Contract. An infringement committed through a single act or a single connected series of acts counts as one breach of contract; the aggregate amount of the liquidated damages under this Chapter may not exceed twenty-four months' fee under the Contract. The Parties consider this amount proportionate in view of the value of the data assets and the know-how.

(1a) In the event of any other breach of confidentiality (clause 13.2), the liquidated damages amount to three months' fee under the Contract, or, if the damage suffered by the Provider is greater, the amount of the damage.

(2) Payment of the liquidated damages does not release the Subscriber from immediately ceasing the infringement and from compensating the damage exceeding the liquidated damages; in addition to the liquidated damages the Provider may also claim the surrender of the revenue achieved by the Subscriber through the infringement, in so far as it exceeds its damage. In the event of a breach of the Provider's confidentiality obligation, the Subscriber may claim damages within the limits of clause 11.4. At the Provider's request, the Subscriber hands over the information and documents needed to enforce the claim.

(3) The derogation under point PSZ.8 (9) of the Partner Agreement applies solely to the activity under the Partner Agreement; this clause continues to apply unchanged to the Partner's own subscription (including the Self-Managed Account of the Market Entry Partner).

14. Data protection

14.1 The roles in the data processing

In the course of performing the Contract, three sets of data are kept distinct. Put simply: the Provider is responsible for the users' data; the Subscriber is responsible for those who replied to the Subscriber with interest, for its own contacts, its client-relationship entries and its correspondence with these persons, and the Provider processes these on the Subscriber's behalf; the Provider is responsible for its data assets, including the data of contact persons revealed from them and contacted in the Campaign who did not reply with interest. a) The data of the Subscriber's users and contact persons (name, e-mail, position, telephone number, login and usage data, the messages of the Message Channel): the Provider processes these as an independent controller on the basis of the performance of the Contract and of its legitimate interest, in accordance with the Provider's Privacy Notice. Where the account is managed by an external Account Management Partner or Market Entry Partner, that partner processes these data (including the messages of the Message Channel) as the Provider's processor, in accordance with the Provider's instructions. b) The Subscriber's data in the Campaigns (the data of the contact persons who replied to the Campaign with interest to the Subscriber (hereinafter: "interested respondents"), the Subscriber's own loaded contacts, client-relationship entries, notes and tasks, as well as the Subscriber's correspondence with these persons and the classification of the replies): the Subscriber is the controller of these and the Provider is the processor. In the case of a Managed Account, where the account is managed by an external Account Management Partner or Market Entry Partner, that partner is, in this respect, a sub-processor acting under the Provider's responsibility, and as regards the data under point c), the Provider's processor (Managed Account Annex). This set of data is governed by the Data Processing Agreement under Annex 3, which is an inseparable part of the Contract. c) The Provider's data assets (company data collected from public websites, the contact-person data shown on the Company Profiles, and the analyses produced from them): the Provider processes these as an independent controller on the basis of its legitimate interest. The data of contact persons revealed to the Subscriber from the data assets remain the Provider's data even if they are included in the Subscriber's Campaign and the contact person did not reply, replied with a rejection or asked for the outreach to stop; the Subscriber may use these only in the System, for its own Campaign, and not as its own list (clause 9.4 a)). A company that indicates it does not wish to receive outreach is permanently removed from the Campaigns of the Subscriber whose outreach prompted the indication, and the Provider retains the rejection and the exclusion for the purpose of recording the indication. From the Campaigns' data the Provider furthermore processes, for its own purposes, as an independent controller on the basis of legitimate interest, the data taken over under clause 12.3 (1a), the aggregated, anonymised statistics under clause 12.3 (1), and the data of the viewing and automated checking under clause 14.6, in so far as they serve the prevention and detection of abuse.

14.2 Sub-processors and the place of storage

(1) The Provider engages the sub-processors listed in Annex 4 in the processing of the Campaigns' data. The Provider announces the engagement of a new sub-processor in the System at least thirty days in advance; the Subscriber may object within thirty days of the announcement, stating a data-protection reason. If, within thirty days of the objection, the Provider offers, in place of the sub-processor concerned, a solution that does not lower the level of data protection, or does not hand over the data concerned to the new sub-processor in the Subscriber's case, the objection is deemed resolved. If this is not possible, the Subscriber may terminate the Contract with effect from the last day of the calendar month following the end of the period available for resolving the objection; in this case no liquidated damages under clause 8.7 are due, and the fee already paid (in the case of a Managed Account, the onboarding fee as well) is not refunded.

(1a) Of the external managing partners listed as a category in Annex 4, the designation of the individual partner managing the Subscriber's account is governed not by paragraph (1) but by the prior notice and objection under point M.6 (2) a) of the Managed Account Annex.

(2) The Provider stores the data in its own systems and in the backups within the territory of the European Union. The artificial-intelligence providers retain the data handed over for processing as a rule for no more than thirty days, for the purpose of abuse monitoring, in part outside the European Union, on the basis of the European Commission's standard contractual clauses; they may not use the data for their own purposes, in particular for model training. Where another provider outside the Union is engaged, the Provider ensures the conditions for a lawful data transfer in the same way.

14.3 Retention and deletion

(1) The Provider retains the Campaigns' data and the Subscriber Data for twelve months after the termination of the Contract, so that the Subscriber may continue the service with its earlier data, and then deletes them. After the termination the Subscriber may request earlier deletion.

(2) The Provider retains the System's application and access log (who did what in the account, and when: every modification, download and denied request is logged), the log of viewing under clause 14.6, the messages of the Message Channel and their attachments (subject to the exception in Chapter 16, paragraph (1c)), the log of approval requests under Chapter 16, paragraph (1e), and the Acceptance Log for five years from the termination of the Contract (for the duration of the enforcement of claims). Separate from this is the technical log of the web server and the network, which the Provider retains for no more than ninety days, and the accounting log of artificial-intelligence usage, which it retains for twelve months. The Provider retains the accounting vouchers for the period prescribed by law.

(3) On expiry of the five-year period under paragraph (2), the Provider removes the personal data from the logs and from the messages of the Message Channel; the fact of the event, its time and the record identifier remain.

(4) Entry by the Provider's staff into the Subscriber's account and viewing of the account are governed by clause 14.6; the Provider retains the log of viewing in accordance with paragraph (2).

14.4 Requests of data subjects

(1) Data subjects (the Subscriber's users, the contact persons of the recipient companies) may submit their access, rectification, erasure and other requests at [email protected]. The Provider fulfils a request relating to data in its data assets (clause 14.1 c)), in particular an objection or an erasure request, as its own obligation as controller. Only a request relating to the Subscriber's data under clause 14.1 b) is forwarded by the Provider to the Subscriber as controller, and the Provider assists in fulfilling it.

(2) The Provider assesses the requests individually and fulfils them within the statutory deadline.

14.5 Data security and incidents

The Provider protects the data it processes with technical and organisational measures appropriate to the risk. The Provider notifies the Subscriber of any personal-data breach affecting the Campaigns' data without undue delay after becoming aware of it, in accordance with Annex 3.

14.6 Viewing the Subscriber's account

(1) The Provider's designated staff may enter the Subscriber's account at any time for the purposes of quality assurance, troubleshooting and support, and of preventing and detecting abuse, but only for a specific reason: on the basis of a request or complaint by the Subscriber, an automated alert of the System, a fault report, or random quality-control sampling. The viewing extends to the content justified by, and necessary for, the reason, which may include the content of the letters sent and received, the messages and attachments of the Message Channel, and the conversations conducted with Apex. For the same purposes, the System may also examine the content of the account by automated, artificial-intelligence-assisted checking; a member of the Provider's staff decides on any measure taken on the basis of the result of the automated checking. The viewing is part of the provision of the service.

(2) Where the account is managed by a partner that has concluded a Partner Agreement, or where the Subscriber is itself a partner that has concluded a Partner Agreement, the Provider's designated staff member may also view the accounts managed by the partner, the partner's own account, and the partner's Demo Account and Manager Account under the Partner Agreement, for the purposes and to the extent set out in paragraph (1).

(3) The System logs every viewing: it records who entered which account, when and for what reason, every modification, download and denied request made there, and the running of the automated checking. The Provider retains the log in accordance with clause 14.3 (2), and at the Subscriber's request makes available to it the part concerning its own account.

(4) Only a staff member who needs it to perform their tasks is entitled to view the account. The content learned during viewing is subject to the confidentiality under Chapter 13; the Provider uses it solely for the purposes set out in paragraph (1).

(5) As regards the Subscriber's data under clause 14.1 b), viewing carried out for the purposes of quality assurance, troubleshooting and support forms part of the processing under Annex 3; as regards viewing and automated checking carried out for the purpose of preventing and detecting abuse, the Provider acts as an independent controller on the basis of its legitimate interest (clause 14.1 c)). The Provider processes the data of the Subscriber's users and contact persons for these purposes as an independent controller, on the basis of its legitimate interest, in accordance with its Privacy Notice.

15. Reference

(1) The Provider uses the Subscriber's name, logo, results or statement as a reference solely with the Subscriber's express permission. The Subscriber grants the permission in the System, through Apex, specifying its scope (name, logo, figures, quotation).

(2) The Subscriber may withdraw the permission at any time by a statement sent to [email protected]. The withdrawal applies to future use; removal of the reference from materials that have already been published and can no longer be modified cannot be expected, while the Provider removes the reference from the surfaces it manages within thirty days.

16. Communication and delivery

(1) The channel of official communication between the Parties is the System (Apex, the Message Channel, notifications, the interface for managing the subscription) and e-mail. The Provider does not operate a telephone customer service. The Subscriber first puts its questions to Apex in the System, and beyond that turns to the party managing its account on the Message Channel; the rest of the support chain is determined by the account-mode annex (in the case of a Managed Account, the Account Management Partner, who involves the Provider's staff where necessary).

(1a) Message Channel. All communication relating to the service, including onboarding (in the case of a Managed Account, the Onboarding Month), takes place on the Message Channel between the Subscriber and the party managing its account, by topic (in particular: onboarding, question, Campaign, complaint). The party managing the account is, in the case of a Managed Account, the Provider, the Account Management Partner or the Market Entry Partner managing the account, and in the case of a Self-Managed Account, the Provider. Written recording. The Provider is responsible for the performance of the service to the Subscriber even where the account is managed by a partner; therefore every request, agreement and decision concerning the service, including objections and complaints, is valid only if it has been recorded on the Message Channel. The written record serves as evidence, for the Subscriber, the party managing the account and the Provider alike, of what was requested and what was agreed. A telephone or online meeting may be held, but what was agreed there must be confirmed on the Message Channel; only the written record is binding. This does not affect declarations that, under the Contract, must be made on another interface of the System designed for that purpose (including the approval of letters, the amendment of the subscription and a declaration under clause 8.5). A message and attachment sent on the Message Channel cannot be edited or deleted by the users; a topic may be closed, and a complaint topic may be closed only by the Provider. The System stores each message in its original language together with a translation produced by the System; in the event of a discrepancy the original text prevails, and the translation is for information only. The Provider retains the messages and attachments of the Message Channel in accordance with clause 14.3 (2), for five years from the termination of the Contract. A communication made on the Message Channel does not replace a declaration under clause 8.5.

(1b) First response to every message. The party managing the account gives at least a first response to every message sent by the Subscriber on the Message Channel within the deadline set out in the account-mode annex, or, failing that, within two Working Days. A response that records that the party managing the account is working on the request and indicates when a substantive response can be expected also qualifies as a first response; the party managing the account gives the substantive response, or fulfils the request or remedies the fault, by the time indicated in the first response at the latest. Missing the indicated time constitutes missing the deadline, and postponing the indicated time does not excuse it. In the case of a Managed Account, the legal consequence of missing the deadline is the complaint procedure under point M.6 (6) of the Managed Account Annex; the failure does not in itself constitute a material breach under clause 8.6 (1). No message may remain without a response. The party managing the account may merge topics concerning the same matter into one topic.

(1c) Contact lists and Campaign data. Contact lists, tabular data files (including CSV files) and Campaign data may be loaded into the System only through Apex, using the import function of the System (clause 4.2 c)). Such a file may not be uploaded to the Message Channel, and the System prevents the upload. If personal data of the Campaigns nevertheless reaches the Message Channel, it is governed not by the five-year retention under paragraph (1a) but by the retention and erasure applicable to the Campaigns' data (Annex 3, point 7); the text of the message and the trace of the attachment (the file name, the time of upload and the file's hash) remain. The Provider may redact the content of the message on the basis of a legal obligation or a well-founded request of a data subject; it logs the redaction.

(1d) Silence is not approval. Letters, amendments of a Campaign, amendments of the targeting, amendments of the subscription and every measure taken on the Subscriber's behalf require the Subscriber's express approval given in the System; the Subscriber's silence or failure to respond does not constitute approval. Without approval, the change does not take effect and the previously approved state continues; the approval request (approval card) remains open, and the System sends a reminder about it. Where the lack of approval prevents sending, this constitutes delay on the part of the Subscriber (in the case of a Managed Account, under point M.5.4 (1) of the Managed Account Annex). Exception: in the complaint procedure, the remedy deadline proposed by the party managing the account is deemed accepted if the Subscriber makes no statement on it within two Working Days (point M.6 (6) b) of the Managed Account Annex); this only moves the procedure forward and changes nothing in the account.

(1e) Log of requests and declarations. In the relevant topic of the Message Channel or on the approval card, the System records, in a manner that cannot be deleted, when the request was sent, when the Subscriber viewed it, when the System sent a reminder, as well as the acceptance, the rejection and the deemed acceptance under paragraph (1d). As between the Parties, this log is evidence of which Party was waiting for the other; the Provider retains it in accordance with clause 14.3 (2).

(2) The Provider sends notifications addressed to the Subscriber in the System and to the registered e-mail address of the Subscriber's Superuser. The Subscriber ensures that the registered e-mail address works and reads it (including the spam folder) regularly.

(3) An electronic message is deemed delivered, if sent on a Working Day between 8 a.m. and 5 p.m., at the time it is sent, and otherwise at 8 a.m. on the next Working Day.

(4) The Subscriber makes a legally effective statement (termination, use of the Exit Window, an indication under the operational guarantee) in the System in accordance with clause 8.5; the Provider communicates such a statement in the System and by e-mail.

(5) Complaint handling. The Subscriber may raise a complaint relating to the service in the System, in the complaint topic of the Message Channel, or, if the System is unavailable, at [email protected]; a complaint concerning the work of the Account Management Partner is governed by the complaint procedure under the Managed Account Annex and its shorter deadlines (point M.6 (6)). In the case of any other complaint, the Provider investigates the complaint and replies to it in writing, in the System or by e-mail, within fifteen Working Days at the latest. Complaint handling does not affect the Subscriber's right to enforce its claim by turning to a court or to the competent authority (in a data-protection matter, to the Hungarian National Authority for Data Protection and Freedom of Information).

17. Amendment of the GTC

(1) The Provider publishes the GTC on its website with a version number and an effective date. The version applicable to the Subscriber is the one it accepted, as recorded by the Acceptance Log.

(2) The Provider may amend the GTC unilaterally where the amendment follows a change in the law, or does not adversely affect the Subscriber's rights and obligations (in particular: an amendment arising from a change in the technical operation of the System, contact details, clarification of the technical description of the Annexes, updating the list of subcontractors under clause 14.2, drafting corrections). The Provider gives notice of such an amendment in the System and by e-mail, and the amendment takes effect fifteen days after the notice.

(3) An amendment substantially affecting the fee, the Term, termination, the content of the service, liability or the data processing may not be applied to the current Term. Such an amendment takes effect at the earliest from the next Term, provided that the Provider communicated it at least sixty days before the end of the Term and the System presents it to the Subscriber for acceptance. The amended GTC applies to the renewed Term only if the Subscriber expressly accepts it in the System; the Subscriber's silence does not constitute acceptance. If the Subscriber does not accept the amendment by the end of the current Term, the Contract terminates on the last day of the current Term, and no liquidated damages under clause 8.7 are due. The Subscriber may also terminate before the renewal in accordance with clause 8.4.

(4) This Chapter also governs the amendment of the account-mode annexes.

(5) The Provider retains the earlier versions of the GTC and makes them available at the Subscriber's request.

18. Closing provisions

18.1 Governing law and disputes

(1) The Contract is governed by Hungarian law, in particular the provisions of the Hungarian Civil Code, regardless of the Subscriber's registered office.

(2) The Parties settle any dispute arising from the Contract primarily by negotiation. Failing that, they stipulate, depending on jurisdiction, the exclusive competence of the Central District Court of Pest (Pesti Központi Kerületi Bíróság) or of the Budapest-Capital Regional Court (Fővárosi Törvényszék). With a Subscriber whose registered office is in another Member State of the European Union, this stipulation is a choice-of-court agreement under Article 25 of Regulation (EU) No 1215/2012, which the Subscriber accepts separately in accordance with clause 3.2.

18.2 Force majeure

Neither Party is liable for a breach of the Contract caused by a circumstance outside its control that was unforeseeable and could not be averted. Force majeure does not extend to the payment obligation. If the force majeure lasts longer than sixty days, either Party may terminate the Contract.

18.3 Assignment

The Provider may transfer its rights and obligations arising from the Contract to its legal successor or to an undertaking belonging to the same corporate group, upon notice to the Subscriber. The Subscriber may transfer the Contract only with the Provider's prior written consent.

18.4 Partial invalidity

If any provision of the Contract is invalid or unenforceable, this does not affect the validity of the remaining provisions. The Parties replace the invalid provision with a valid provision that comes closest to the original economic purpose.

18.5 Entire agreement

The Contract (clause 1.3) contains the entire agreement between the Parties and supersedes all earlier oral or written discussions, offers and information on the same subject.

18.6 Representations

The Parties declare that they are entitled to conclude the Contract, that no bankruptcy, liquidation or compulsory strike-off proceedings are pending against them, and that the conclusion of the Contract does not breach their agreement with any third party.

18.7 No waiver

If a Party does not exercise, or exercises with delay, a right arising from the Contract, this does not constitute a waiver of the right.

The account-mode annex (the Managed Account Annex or the Self-Managed Account Annex) and the Prospect Terms can be read publicly on the Provider's website and also in the System, without commitment; the binding copy is the one accepted in the System, with a version number.