General Terms and Conditions — Noviram Digital Kft.

1 Service Provider details (legal notice)

These General Terms and Conditions (the Terms) also contain the disclosures required by Section 4 of Act CVIII of 2001 on certain aspects of electronic commerce services and information society services (Ekertv.).

Company name: Noviram Digital Korlátolt Felelősségű Társaság
Registered office: 1068 Budapest, Városligeti fasor 24.
Registration number: 01-09-459181, registered by the Company Court of the Budapest-Capital Regional Court
Tax number: 33101787-2-42
Represented by: Czine Christopher József, managing director
Email: info@noviram.com
Website: noviram.com
Hosting provider: GitHub, Inc., 88 Colin P. Kelly Jr. Street, San Francisco, CA 94107, USA · privacy@github.com

(the Service Provider)

2 Scope of the Terms; definitions

2.1. These Terms set out the general conditions of contracts for the services specified in Section 3 and provided by the Service Provider. Their provisions form part of every contract between the Service Provider and the customer (the Customer; together, the Parties), unless the Parties expressly agree otherwise in an individual contract (quotation or order). In the event of a discrepancy, the individual contract prevails.

2.2. The Service Provider primarily provides its services to businesses as defined in Section 8:1(1), point 4 of Act V of 2013 on the Civil Code (the Civil Code), in a B2B relationship. Where the Customer is a consumer within the meaning of Section 8:1(1), point 3 of the Civil Code, the special provisions of Section 13 also apply.

2.3. These Terms are governed by Hungarian law, in particular the Civil Code, the Ekertv., Act LXXVI of 1999 on Copyright (Szjt.), and, for consumer contracts, Government Decree 45/2014 (II. 26.) on the detailed rules of contracts between consumers and businesses, as well as directly applicable European Union legal acts, including in particular the relevant provisions of Regulation (EU) 2016/679 (GDPR) and Regulation (EU) 2024/1689 on artificial intelligence (AI Act).

2.4. The language of the contract is Hungarian, or English by agreement of the Parties. A contract concluded electronically qualifies as a written contract if the Parties record its content in a retrievable form, for example by email; the Service Provider registers contracts and retains them for the period required by law.

3 Services

3.1. The Service Provider provides the following services:

design, implementation and monthly operation of AI automation systems (such as customer-service chatbots, abandoned-cart recovery systems, lead follow-up, email and CRM automation, and voice agents);
design and development of websites, landing pages and web applications;
AI-based content and video production, as a one-off project or in a monthly subscription package;
related consulting, audits, maintenance and support.

3.2. The precise content and scope of each service, performance deadlines and fees are set out in an individual quotation, order or contract. Prices and package descriptions displayed on the website are for information only, constitute an invitation to make an offer and do not oblige the Service Provider to enter into a contract.

4 Formation of the contract

4.1. The Customer may request a quotation through the website, by email or through another channel. Following a needs assessment (audit), the Service Provider sends a written quotation containing a description of the service, its fee, the payment schedule and the expected completion deadline. Unless stated otherwise, the quotation is valid for 30 days from its date.

4.2. The contract is formed when the Customer accepts the quotation in writing (by email) without changes, or when the Parties sign an individual contract. Acceptance subject to changes constitutes a new offer.

4.3. The Service Provider acknowledges receipt of an enquiry submitted through the website electronically without delay and no later than within 48 hours. Contacting the Service Provider does not, by itself, create a contract.

4.4. Correction of input errors: the Customer may correct the information provided at any time before sending the order. Errors discovered after sending may be reported to info@noviram.com, and the Service Provider will correct them without delay.

5 Fees and payment terms

5.1. The fee types are a one-off fee (project or setup fee) and a monthly fee (operation, maintenance or subscription packages). Unless agreed otherwise, fees exclude value added tax.

5.2. Unless agreed otherwise, one-off fees are payable as a 50% advance upon conclusion of the contract and 50% upon handover and acceptance. Monthly fees are invoiced monthly in advance for the relevant month.

5.3. The Service Provider issues invoices electronically. Unless agreed otherwise, payment is due by bank transfer within 8 days of receipt of the invoice.

5.4. In the event of late payment, the Service Provider is entitled to default interest under Section 6:155 of the Civil Code and, in contracts between businesses, additionally to a flat-rate recovery cost equivalent to EUR 40 under Act IX of 2016 on flat-rate recovery costs. If payment is more than 15 days overdue, the Service Provider may suspend the service, including running AI systems, until the arrears are settled, following prior written warning.

5.5. The Service Provider may adjust the monthly fee once a year by no more than the previous year's consumer price index published by the Hungarian Central Statistical Office (KSH), with written notice at least 30 days before the adjustment takes effect. If the Customer does not accept the adjustment, it may terminate the contract effective on the date the adjustment takes effect.

6 Performance and the Customer's cooperation

6.1. The Service Provider performs the service with professional care, according to the schedule specified in the individual contract. Deadlines depend on the Customer fulfilling its obligation to cooperate.

6.2. The Customer must provide the materials, data and access needed for performance (such as text, brand assets, product data and system access) by the deadline requested by the Service Provider. The Customer warrants that it holds the necessary rights to the materials it supplies and that they do not infringe third-party rights; the Customer is responsible for claims arising from a breach of this warranty.

6.3. If the Customer fails to cooperate or is late in doing so, the performance deadline is extended by the period of delay. If the Customer's delay exceeds 30 days, the Service Provider may withdraw from or terminate the contract and is entitled to a proportionate fee for work performed up to that point.

6.4. Handover and acceptance: the Service Provider presents the completed work (website, system, video, etc.), and the Customer may submit comments within 5 working days. The number of revision rounds specified in the individual contract, or 2 if not otherwise agreed, is included in the fee; further revisions or changes beyond the specification are charged separately. If the Customer submits no comments within the deadline or begins using the deliverable, for example by launching the website, performance is deemed accepted.

6.5. The Service Provider may engage subcontractors or other contributors and is responsible for their conduct as if it had acted itself.

7 Monthly services; termination of the contract

7.1. Unless agreed otherwise, a monthly contract for operation, maintenance or a subscription is concluded for an indefinite term. Either Party may terminate it in writing without giving a reason, with 30 days' notice effective at the end of a month (ordinary termination).

7.2. Either Party may terminate the contract with immediate effect (extraordinary termination) if the other Party commits a material breach and fails to remedy it within 15 days of receiving a written demand. Material breaches include, in particular, payment more than 30 days overdue and a breach of confidentiality.

7.3. Upon termination, the Service Provider is entitled to fees for services provided up to termination. Following termination, at the Customer's request and for a reasonable cooperation fee, the Service Provider assists with the transfer of systems, access and data (exit support); data is handled in accordance with the Privacy Policy and the data processing agreement.

7.4. Monthly AI systems require third-party services, such as AI models, hosting and automation platforms. Unless agreed otherwise, third-party fees are not included in the monthly fee, and changes to those fees may result in a proportionate adjustment to the monthly fee, of which the Service Provider gives advance notice.

8 Intellectual property

8.1. For copyright-protected works created by the Service Provider (website designs, source code, video, graphics, etc.), upon payment of the full fee the Customer acquires an exclusive right of use, without territorial limitation and for an indefinite term, for the work's intended business use, including the right to adapt it, unless the individual contract provides otherwise. The right of use does not transfer until the full fee has been paid.

8.2. This right does not extend to the Service Provider's pre-existing components used across multiple projects (frameworks, templates, internal tools, know-how and automation schemes). For those components, the Customer receives a non-exclusive right of use necessary for the intended use of the service.

8.3. Third-party components, such as open-source software, fonts, stock assets and AI platforms, are subject to the relevant third party's licence terms, about which the Service Provider provides information upon request.

8.4. The Service Provider may display the Customer's name and the completed work as a reference on its website or in its portfolio, unless the Customer prohibits this in writing.

9 Special terms for AI-based services

9.1. The Parties acknowledge that artificial-intelligence-based systems (chatbots, generative content and automation) operate on a probabilistic basis: their outputs are not deterministic and may occasionally be inaccurate, incomplete or unwanted. The Service Provider configures systems in accordance with professional standards, with testing and supervision, but does not accept responsibility for error-free AI outputs. The Customer is responsible for checking outputs before business use where the individual contract assigns that task to the Customer.

9.2. In accordance with the transparency requirements of Regulation (EU) 2024/1689 (AI Act), the Service Provider configures chatbots to inform end users that they are communicating with an AI system and, where required by the Regulation, to identify artificially generated content as such. The Customer undertakes not to remove these settings.

9.3. The Customer may use AI systems only for lawful purposes and must not use them for practices prohibited by the AI Act. The Customer is responsible for the consequences of its unlawful use.

9.4. Where an AI system processes personal data of the Customer's customers, the Service Provider acts as a data processor. In that case, the Parties enter into a data processing agreement under Article 28 GDPR, forming an integral annex to the contract.

10 Liability

10.1. The Service Provider is liable for damage caused by breach of contract under Section 6:142 of the Civil Code. Except for intentional breaches and breaches causing harm to human life, physical integrity or health, the Service Provider's liability for damages is limited to the fee actually paid in the preceding 12 months for the service affected by the breach and excludes loss of profit, harm to business reputation and consequential damage. In consumer contracts, this limitation does not apply to the extent that it would violate the law.

10.2. The Service Provider is not liable for errors or damage resulting from the outage, modification or discontinuation of a third-party service (hosting, AI platform, payment provider, social-media platform, etc.), defects in materials supplied by the Customer, modifications made by the Customer or a third party, or the Customer's failure to cooperate.

10.3. Content available on the website (blog posts, case studies and calculations) is for information only and does not constitute an offer or professional advice. The Service Provider accepts no liability for business decisions based on it.

11 Confidentiality

11.1. The Parties must keep confidential any trade secrets, within the meaning of Act LIV of 2018 on the Protection of Trade Secrets, and confidential information learned during performance of the contract. Except for contributors necessary for performance, disclosure to a third party requires the other Party's prior written consent. The confidentiality obligation survives termination of the contract without a time limit.

12 Data protection

12.1. The Service Provider processes personal data in accordance with the GDPR and Act CXII of 2011 on Informational Self-Determination and Freedom of Information (Infotv.). Detailed information is set out in the Privacy Policy, which forms an integral part of these Terms.

13 Special provisions for consumers

13.1. This Section applies only where the Customer is a consumer, meaning a natural person acting outside their trade, profession or business.

13.2. Right of withdrawal: under Section 20 of Government Decree 45/2014 (II. 26.), a consumer may withdraw from or terminate the contract without giving a reason within 14 days of its conclusion. The consumer may exercise this right by sending an unambiguous statement to the Service Provider or by using the model form in Annex 2 to the Government Decree.

13.3. If a consumer expressly requests the Service Provider to begin performance before the withdrawal period expires, upon termination the consumer must pay the proportionate fee for services performed up to notification of termination. The consumer loses the right of withdrawal or termination once the service has been fully performed if the Service Provider began performance with the consumer's express prior consent and the consumer acknowledged that the right would be lost following full performance.

13.4. Warranty for defective performance and product warranty: consumers are entitled to warranty rights under the Civil Code and, for the supply of digital content or services containing digital elements, Government Decree 373/2021 (VI. 30.).

14 Complaints and enforcement of rights

14.1. The Customer may submit a complaint to info@noviram.com or by letter to the Service Provider's registered office. The Service Provider provides a substantive written response to a written complaint within 30 days and gives reasons if rejecting it.

14.2. In a consumer dispute, the consumer may apply to the conciliation board competent for their domicile or place of residence. The board competent for the Service Provider's registered office is the Budapest Conciliation Board (1016 Budapest, Krisztina krt. 99.; email: bekelteto.testulet@bkik.hu). The Service Provider must cooperate in conciliation-board proceedings.

14.3. Consumers may also initiate proceedings before the consumer protection authority (government offices) and may enforce their claims in court.

14.4. Online dispute resolution: the European Commission's online dispute resolution platform is available at ec.europa.eu/consumers/odr.

15 Force majeure

15.1. Neither Party is liable for a breach caused by circumstances beyond its control that were unforeseeable and unavoidable (force majeure, such as a natural disaster, war, epidemic, official measures, widespread internet or power outage, or failure of a third party's critical service). The affected Party must notify the other Party without delay. If force majeure continues for more than 60 days, either Party may terminate the contract.

16 Final provisions

16.1. The Service Provider may unilaterally amend these Terms, publishing the amendment on its website at least 15 days before it takes effect and notifying monthly-service Customers by email. Amendments do not affect one-off projects in progress. If a monthly-service Customer does not accept an amendment, it may terminate the contract effective on the amendment's effective date.

16.2. If any provision of these Terms is invalid, the validity of the remaining provisions is unaffected; the invalid provision is replaced by the valid provision closest to it.

16.3. Matters not governed by these Terms are governed by Hungarian law, in particular the Civil Code. The Parties first seek to resolve disputes through consultation. If this fails, except in consumer contracts, they agree to the jurisdiction of the court having subject-matter jurisdiction at the Service Provider's registered office.

16.4. These Terms enter into force on 30 August 2026 and remain effective until revoked or amended. They may be downloaded and printed from the website.