General terms and conditions

I. Subject matter and scope of application

1. The following General Terms and Conditions of Business (T&Cs) shall apply to all consultancy agreements concluded and any other services provided by Szilaghi Consulting. They shall also apply in cases in which Szilaghi Consulting assumes the role of an external data protection agent.

2. These T&Cs shall form a material part of any agreement concluded, unless such agreement specifically stipulates otherwise. They shall also apply to any future business relationships entered into with the Customer, without any renewed express incorporation thereof being necessary in this regard.

3. Any divergent terms and conditions of business of the Customer and any amendments or addenda to these T&Cs shall only be valid where they have been acknowledged in writing by Szilaghi Consulting. This shall also be the case where no objection to the application of the terms and conditions of business and/or delivery of the Customer has expressly been made.

II. Content of contract

1. Szilaghi Consulting shall be obligated to provide the services specified in the individual agreement and/or confirmation of the award of the contract. It shall not be obligated to bring about any particular outcome, in particular the realization of any projections.

2. Where the performance of the consultancy services is to be effected in written form, the written statements in question shall be binding. Any oral statements made by employees of Szilaghi Consulting that are not in relation to the contract awarded shall be non-binding in all cases.

3. Szilaghi Consulting may avail itself of the services of third-party experts in fulfilling its obligations.

4. Should there be any change in actual circumstances following the performance of the consultancy services, and should Szilaghi Consulting become aware of such change, Szilaghi Consulting shall not be obligated to inform the Customer of such change or the consequences thereof.

5. Unless the Parties stipulate otherwise, Szilaghi Consulting shall be entitled to use the Customer’s name and logo in the context of its own advertising endeavors (e.g. on its website, in sales materials and in other presentations).

III. Activities in the capacity of external data protection agent

1. Should Szilaghi Consulting be contracted to act in the capacity of an external data protection agent, Szilaghi Consulting shall provide the services specified pursuant to the statutory provisions contained in GDPR. Szilaghi Consulting warrants that it possesses the degree of expertise and reliability required in this regard. Szilaghi Consulting shall work, in the capacity of independent data protection agent, to ensure the protection of data and compliance with data protection legislation and other regulations relating to data protection. Furthermore, Szilaghi Consulting shall act as a point of contact for all matters relating to data protection and shall, upon request, assist the Customer in the implementation of measures in the data protection context.

2. Szilaghi Consulting shall, upon its own initiative and on a regular basis, provide the Customer with information on current developments with regard to data protection legislation and the various national and international organisations.

3. Szilaghi Consulting shall prepare the annual audit report required by statute upon request. Furthermore, Szilaghi Consulting shall, upon request, act in an advisory capacity with regard to the implementation of an optimized data protection management system. Szilaghi Consulting shall moreover provide consultancy and support services in the context of the coordination and monitoring of any data protection and data
back-up measures undertaken pursuant to the GDPR.

4. In addition, Szilaghi Consulting shall, upon request, conduct training sessions on data protection requirements for employees responsible for the processing of personal data.

5. Szilaghi Consulting shall draw up the index of procedures required pursuant to the GDPR and ensure that the Customer is able to provide the information on the responsible administrative body and the index of procedures to be disclosed to the public pursuant to statute.

6. Szilaghi Consulting undertakes to place an employee who has been bound to secrecy and is in possession of the necessary expertise at the Customer’s disposal in this regard. Szilaghi Consulting shall be entitled to replace this employee with another equally suitable individual at any time.

IV. Stipulated dates; warranty

1. Unless they have expressly been confirmed in writing, any stipulated dates shall generally be nonbinding and shall merely indicate an approximate period of time for the performance of the services in question. Should the performance by Szilaghi Consulting of a service that has been confirmed in writing be subject to delay extending beyond said period for performance, any rights arising as a result of such delay shall only become enforceable upon the expiration of a grace period, stipulated in writing, of at least three weeks and the issuance of a warning of non-acceptance of performance.

2. Should Szilaghi Consulting perform work in the context of the fulfillment of its contractual obligations, the Customer must inspect the items in question immediately upon the delivery/commissioning thereof and notify Szilaghi Consulting in writing of the existence of any obvious defects within 14 days and of any hidden defects without delay upon discovery. In such a case, Szilaghi Consulting’s warranty obligations shall be
governed by the relevant statutory provisions.

3. Szilaghi Consulting shall be entitled to rely upon the Customer’s depiction of the factual circumstances as being complete and accurate. It shall only verify such depiction where it obvious that inaccuracies exist.

4. The performance by Szilaghi Consulting of the consultancy services shall not give rise to any protective effect for the benefit of third parties. Should a third party nevertheless bring a claim for damages against Szilaghi Consulting, Section IX shall apply.

5. Szilaghi Consulting shall be obligated to maintain the confidentiality of all business secrets of the Customer of which it becomes aware in the context of its collaboration with the latter.

V. Copyright and rights of use, ownership

1. All drafts, concepts and works prepared by Szilaghi Consulting shall be deemed to be works protected by copyright within the meaning of the Romanian Copyright Act (Law 8/1996), even where these do not meet the requirements imposed by it. Therefore, none of the work performed by Szilaghi Consulting may be used or processed for any purpose other than the contractual purpose without Szilaghi Consulting’s consent.

2. In the event of a transfer of title, the scope of such transfer in geographical, temporal and substantive terms shall be governed exclusively by the contractual stipulations or the contractual purpose, as the case may be; the Romanian Copyright Act shall apply correspondingly. Title shall only pass to the Customer once the total amount of remuneration payable for the performance of the contract has been paid in full.

3. Szilaghi Consulting shall be identified as creator/developer in the customary manner in any publications, in particular in the context of Internet domains.

4. Ownership of the work product generated by Szilaghi Consulting shall only pass to the Customer once the amount of remuneration payable for the performance of the contract has been paid in full.

VI. Non-competition undertaking; confidentiality

1. Szilaghi Consulting undertakes to inform the Customer of any potential conflicts of a competitive nature with other companies and shall, upon request, agree to a non-competition undertaking in favor of Szilaghi Consulting with regard to product and service ranges to be determined on an individual basis.

2. Szilaghi COnsulting undertakes to maintain the secrecy of all confidential data of which it becomes aware in the context of its implementation of the agreement.

3. The Customer shall be obligated to refrain from taking any action that could compromise the independence of the employees of Szilaghi Consulting. The Customer therefore undertakes not to recruit or otherwise employ any employees of Szilaghi Consulting entrusted with the development of the project forming the subject matter of the consultancy agreement concluded with Szilaghi Consulting, or make any corresponding offers of employment to such employees, for the duration of the term of said agreement and for a period of 24 months thereafter.

VII. Invoices; setting off

1. The stipulated prices shall be subject to the statutory rate of VAT.

2. Invoices shall be payable in full immediately upon receipt. Interest in the amount stipulated by statute shall be charged after 14 days from the invoice date.

3. The offsetting of any counterclaims or the enforcement of any right of retention shall only be permissible where the Customer’s claims are uncontested or have been established in a legally binding manner.

VIII. Remuneration

1. Where the Parties have not agreed upon a fixed amount of remuneration, invoices shall be calculated on the basis of the Szilaghi Consulting’s daily rates and according to the amount of work actually performed. The daily rate shall be calculated on the basis of a man-day of 8 working hours. Each hour or part of an hour shall be invoiced at 1/8th of the daily rate. Each hour of overtime shall be subject to a surcharge.

2. Any and all expenditure incurred in connection with the performance of the contract shall be borne by the Customer, provided it was approved by the latter in advance. Szilaghi Consulting shall, where possible, avail itself of the most favorably priced means of transportation.

IX. Third-party costs

1. Where the Parties do not agree upon the payment of a lump-sum amount in this regard, Szilaghi Consulting shall be reimbursed for any third-party and ancillary costs, such as costs relating to the commissioning of the services of third-party experts and telephone-, fax- and courier-related expenditure, etc. on a separate basis.

2. Szilaghi Consulting shall also be entitled to contract out the provision of all services that are necessary for the performance of the contract to third parties on behalf and for the account of the Customer. However, any such outsourcing shall be subject to the prior consent of the Customer.

X. Liability and consignment

1. In the event of damage resulting from ordinary negligence, Szilaghi Consulting shall only be liable for an amount representing the total value of the contract. An event of damage shall be deemed to comprise the sum of all of the claims of all claimants arising out of the performance of one and the same service. Szilaghi Consulting shall not be liable for any damage, resulting from ordinary negligence, which was neither foreseeable nor typical for the type of contractual agreement concerned. Should the Customer wish more extensive insurance coverage to be obtained from a third-party liability insurer, it must notify Szilaghi Consulting accordingly. In such a case, the Customer shall bear the costs relating to the more extensive insurance coverage, to the extent that any such coverage can be obtained.

2. The Customer shall bear the risk involved in any consignment of original documents. This shall also be the case where the consignment is effected within the same area in which Szilaghi Consulting is located, or by employees or vehicles of the latter. Szilaghi Consulting shall be entitled, but not obligated, to obtain insurance coverage for any deliveries effected on behalf and for the account of the Customer.

3. All claims for damages shall become time-barred after a period of 2 years from the date on which knowledge of the damage in question is attained.

4. Should Szilaghi Consulting draw up any legal opinions or award or assist in the award of any seals of approval in the data protection context on behalf of the Customer, the Customer hereby expressly acknowledges that, while the views expressed in those legal opinions reflect Szilaghi Consulting’s professional opinion, they do not constitute any warranty to the effect that a court called upon to address the legal matter in
question, or a (data protection) agency or comparable institution would come to the same conclusions. Rather, the possibility cannot be ruled out that, given the scope of the discretion conferred upon such institutions, these could come to different conclusions. Should this prove to be the case, Szilaghi Consulting shall not bear any liability in this regard, in particular not for any financial loss incurred by the Customer as a result.

XI. Contractual term, termination

1. The duration of the contractual term shall be governed by the stipulations contained in the individual agreement and/or confirmation of the award of the contract.

2. Any termination must be effected in writing.

3. Should the Parties agree upon a fixed contractual term, termination of the agreement on ordinary grounds prior to the expiration of said contractual term shall be excluded. The possibility of terminating an agreement for good cause shall remain unaffected hereby.

XI. Final provisions

1. The place of performance for the purposes of delivery and payment and the place of jurisdiction for any and all disputes between the contractual Parties shall be Cluj Napoca, Romania, insofar as the contractor is a businessperson, a legal entity under public law or a special fund under public law. The place of jurisdiction shall also apply in the case of persons other than those specified in the foregoing where the Customer does not have any place of general jurisdiction within Romania, moves his domicile and/or place of business abroad immediately following the conclusion of the agreement, or his domicile and/or place of business or usual place of residence is unknown at the date of the bringing of the action in question.

2. The invalidity of individual provisions shall not affect the validity of the rest of the agreement. An invalid clause shall, to the extent possible and by way of supplementary contractual interpretation, be replaced with a provision that most closely reflects its original purpose.

3. Unless the Parties stipulate otherwise, any contractual relationships entered into with foreign contractors shall also be subject to Romanian law.

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