Service Terms and Conditions

Introduction

These Service Terms and Conditions (the “Service Terms”) constitute an agreement between Adam Laszlo Rocska, Sole Proprietor (the “Service Provider”), and the clients (the “Client”) utilizing the services offered by the Service Provider.

Any singular first-person reference within these Service Terms shall be interpreted as referring to the Service Provider, Adam Laszlo Rocska, Sole Proprietor.

Any singular second-person reference shall be interpreted as referring to the Client.

Any plural first-person reference within these Service Terms shall be interpreted as referring to the Client and the Service Provider collectively.

Acceptance of Terms

By engaging with the services provided by me, you acknowledge that you have read, understood, and agree to be bound by these Service Terms. The provision of services is contingent upon your acceptance of and compliance with these Terms.

By using my services, you are entering into a legally binding agreement with me. Your continued use of my services after any modifications or updates to these Service Terms, which will be communicated to you via email or posted on my website, constitutes your acceptance of such changes. It is your responsibility to review these Terms periodically for any changes, as continued use of my services signifies your ongoing acceptance.

If you do not agree to any part of these Terms, you must refrain from using the Service Provider's services. Any continued use will be considered a breach of these Service Terms.

These Service Terms are governed by and construed in accordance with the laws of Hungary. Any disputes arising out of or in connection with these Service Terms shall be subject to the exclusive jurisdiction of the courts of Hungary.

 Glossary Integration

The Glossary at https://adam-rocska.odoo.com/legal/attachment/glossary is an Attachment of this document. It defines all capitalized terms unless otherwise stated here. The latest version applies, and Parties are responsible for staying updated.

Use of Artificial Intelligence

By engaging with the services provided by me, you acknowledge and permit the unrestricted use of artificial intelligence (AI) technologies by me. This includes, but is not limited to, AI tools, platforms, and services provided by third-party vendors, hosts, or brands. I reserve the right to utilize AI in any capacity deemed necessary to enhance, optimize, or deliver the services agreed upon.

You agree that there shall be no limitations or restrictions on my use of AI technologies. This includes the use of AI for data analysis, content creation, process automation, decision-making, and any other applications relevant to the services provided.

You acknowledge that I may engage third-party AI providers to facilitate the delivery of services. You consent to the use of such third-party AI providers and agrees to their terms and conditions as  and when applicable.

I ensure that the use of AI technologies will comply with all applicable laws and regulations, including data protection and privacy laws. You agree to hold me harmless from any claims or liabilities arising from the use of AI technologies, provided that such use is in compliance with the relevant legal and regulatory frameworks.

I reserve the right to update or amend this AI usage policy as necessary to reflect changes in technology, legal requirements, or business practices. You will be notified of any such changes in accordance with the notification procedures outlined in these Service Terms.

Definition of Artificial Intelligence (AI)

Artificial Intelligence (AI) refers to the field of computer science and technology dedicated to creating systems, software, and machines capable of performing tasks that typically require human intelligence. This includes, but is not limited to, the following capabilities:

1. Learning: The ability to acquire and apply knowledge and skills through experience, data analysis, and pattern recognition. This encompasses various forms of machine learning, including supervised, unsupervised, semi-supervised, and reinforcement learning.
2. Reasoning: The capacity to process information and make decisions based on logical deduction, probabilistic inference, and heuristic approaches. This includes problem-solving, planning, and decision-making processes.
3. Perception: The ability to interpret and understand sensory inputs such as visual, auditory, and tactile data. This includes computer vision, speech recognition, and natural language processing.
4. Interaction: The capability to communicate and interact with humans and other systems using natural language, gestures, and other forms of communication. This includes chatbots, virtual assistants, and human-computer interaction technologies.
5. Autonomy: The ability to perform tasks and make decisions independently without human intervention. This includes autonomous vehicles, robotics, and intelligent agents.
6. Creativity: The capacity to generate novel ideas, solutions, and content. This includes generative models, creative AI applications in art, music, and literature.
7. Adaptability: The ability to adjust and improve performance based on feedback and changing environments. This includes adaptive learning systems and dynamic optimization.
8. Ethical and Safe Operation: Ensuring that AI systems operate within ethical guidelines and safety standards, addressing issues such as bias, fairness, transparency, and accountability.
9. Integration and Collaboration: The ability to work seamlessly with other technologies and systems, including the Internet of Things (IoT), cloud computing, and edge computing.
10. Future Capabilities: Encompassing any future advancements and applications of AI that may arise as technology evolves, ensuring that the definition remains inclusive of emerging innovations and methodologies.

Your Obligations

By engaging with my services, you agree to the following obligations:

1. Accurate Information
   You must provide accurate, complete, and up-to-date information necessary for the provision of services. You are responsible for any consequences, including legal action, arising from providing false or misleading information.
2. Timely Payments
   You agrees to pay all fees associated with the services in accordance with the payment terms outlined in this Agreement. Payments must be made promptly to avoid service interruptions or delays.
3. Cooperation
   You shall cooperate fully with me in all matters relating to the services. This includes providing timely feedback, approvals, and any additional information requested to facilitate the successful delivery of services.
4. Compliance with Laws
   You agrees to comply with all applicable laws and regulations in connection with the use of our services. You shall not engage in any activities that may violate laws, regulations, or third-party rights.
5. Review and Feedback
   You are encouraged to review deliverables and provide constructive feedback promptly. Delays in feedback may impact project timelines and service delivery.
6. Use of Services
   You agree to use my services only for lawful purposes and in a manner consistent with the Service Terms outlined herein. You shall not misuse or abuse any services provided.
7. Confidentiality of Information
   You are responsible for maintaining the confidentiality of any information shared during the engagement, including passwords and access credentials.
8. Communication
   You agree to communicate any concerns or issues regarding the services as soon as they arise to facilitate timely resolution.
9. Notification of Changes
   You acknowledge that any changes to these obligations will be communicated via email or posted on my website. It is your responsibility to stay informed of such changes.

Failure to meet these obligations may result in delays or interruptions in service, and you may be held liable for any resulting damages, including but not limited to additional fees or termination of services. These obligations are legally binding and enforceable. It is your responsibility to review the terms periodically and stay informed about any updates or changes to these obligations.

Confidentiality

My Obligations

I will safeguard your Confidential Information using appropriate measures, including encryption and access control, in compliance with the Hungarian Civil Code and GDPR.

Confidential Information will not be shared without your explicit consent, except as permitted under Section "Permitted Disclosure", seen blow.

Your Obligations

You are responsible for protecting the my Confidential Information.

You agree not to disclose the my internal operations, methods, or intellectual property without explicit consent.

Permitted Disclosure

Disclosure of Confidential Information is allowed when required by Hungarian law, court order, or with prior written consent from the other party.

If legally compelled to disclose, the disclosing party must notify the other party prior to such disclosure, if legally permissible.

Exclusions from Confidentiality

The following does not qualify as Confidential Information:

• Information publicly known or accessible.
• Information legally obtained from a third party without confidentiality obligations.
• Information independently developed without reference to the other party’s Confidential Information.

Duration of Confidentiality Obligations

Confidentiality obligations remain in effect throughout the term of the agreement and for three years after its termination, unless otherwise required by Hungarian law.

Remedies for Breach

Any breach of confidentiality may result in legal action, including claims for damages, injunctions, and recovery of legal expenses, as provided by Hungarian law and the Hungarian Civil Code.

Return or Destruction of Information

Upon termination of the agreement or request, both parties must either return or destroy all Confidential Information and confirm compliance in writing, in accordance with GDPR and applicable Hungarian data protection regulations.

Fees and Payment

Service Fees

The fees for the services provided will be detailed in the specific service agreement or Offer presented to you before the commencement of services. All fees are subject to change with at least five days' prior notice, communicated via email or posted on my website.

Any changes will not affect services already in progress unless mutually agreed upon.

Payment Schedule

Payments are due as follows for any service ordered:

• For orders up to $500: A 100% non-refundable deposit is required upon acceptance of the order, to be paid before work commences.
• For orders between $501 and $2,000: A 50% non-refundable deposit is required upon acceptance of the order, with the remaining 50% due upon completion of services or delivery of the final deliverables.
• For orders between $2,001 and $10,000: A 40% non-refundable deposit is required upon acceptance of the order. An additional 40% will be due halfway through the service, with the final 20% due upon completion of services or delivery of the final deliverables.​
  
• For orders above $10,000: A 30% non-refundable deposit is required upon acceptance of the order. Subsequent payments will be milestone-based, with the payment schedule clearly outlined in the specific agreement.​
  

Failure to comply with this payment schedule may result in delays, interruptions, or termination of services.

Accepted Payment Methods

Payments can be made via the following methods:

• Bank transfer to a designated account provided by me.
• Credit or debit card.
• Other methods as mutually agreed upon in writing.

Late Payments

In the event of late payments, you shall be liable to pay default interest in accordance with the provisions of Act V of 2013 on the Civil Code of Hungary. The applicable default interest rate will be the Hungarian National Bank’s base rate + 8% for business-to-business transactions, calculated from the due date until the full payment is received.

All costs incurred in connection with the collection of overdue payments, including legal fees and other recovery expenses, will be borne by you.

Taxes

All fees are exclusive of applicable taxes, including but not limited to VAT, which will be charged in addition to the service fees as required by Hungarian law for Hungarian customers.

For EU customers who are VAT-registered, VAT will not be charged, and the reverse charge mechanism will apply.

For non-EU customers, such as those based in the United States, VAT will not be charged. You are responsible for the payment of all such taxes, duties, or fees imposed by any governmental authority in connection with the services provided.

Fee Finality & Refund

By receiving the services and deliverables, you acknowledge that all fees are due and payable as invoiced. Fees for services rendered are non-disputable upon receipt of the deliverables or services performed. Any concerns regarding the scope or quality of the services must be raised in writing via email to rocska.adam+customer-care@gmail.com within 14 days of receipt, prior to the completion or delivery of the services.

Refunds will not be issued except in cases of a proven error or deficiency, defined as any significant deviation from the agreed-upon scope or standard of quality, such as failure to deliver the agreed-upon features or substandard performance as specified in the contract. In such cases, you agree to allow me the opportunity to rectify the issue first. If the issue is resolved satisfactorily, no refund will be issued. If a valid issue remains unresolved, we will work together to find a suitable resolution, including potential reparations.

Intellectual Property

Ownership of Pre-Existing Materials

I retain full ownership of all Pre-Existing Materials. You do not obtain any ownership or proprietary rights over these materials unless explicitly agreed upon in a separate written document.

Ownership of Developed Inventions

Client-Specific Inventions: Any inventions, designs, or developments created by me specifically for you during the course of providing services are deemed “works made for hire.” All rights, title, and intellectual property associated with such inventions vest fully and exclusively in you from the moment of creation, provided that you have no outstanding debts to me. If you have any unpaid invoices or debts at any time, you will immediately lose all rights to use, license, or otherwise exploit any of the Client-Specific Inventions or any other work produced during our engagement, regardless of payment status.

Service Provider’s Inventions: Any inventions, designs, or developments not created specifically for you remain my sole property, regardless of your usage during the service engagement.

Licensing

I grant you a non-exclusive, royalty-free license to use Client-Specific Inventions solely for the intended purposes of the service agreement, contingent upon your prompt payment of all fees. If you have any unpaid debts, your license to use any Client-Specific Inventions is revoked immediately, and you must cease all use of such inventions.

The intended purposes for the use of Client-Specific Inventions may include, but are not limited to:

• Development and implementation of software applications or systems tailored to your operational needs.
• Creation of technical documentation and user manuals associated with the Client-Specific Inventions.
• Marketing and promotional activities related to your products or services.
• Internal training and educational programs utilizing the Client-Specific Inventions.

This license does not transfer ownership or proprietary rights in the Service Provider’s Inventions or Pre-Existing Materials.

Assignment of Rights

I agree to formally assign all necessary rights to the Client-Specific Inventions when required by law or upon your request. You shall bear all costs associated with this assignment. Such assignment will be documented in writing to ensure legal clarity and compliance.

Documentation and Fees

Upon your request, I will provide documentation verifying your ownership of Client-Specific Inventions. Any fees for preparing such documentation will be communicated transparently, and costs must be agreed upon in advance.

Waiver of Claims

I waive all future claims to ownership or additional compensation related to Client-Specific Inventions. However, I retain all rights and claims to intellectual property that is not classified as Client-Specific Inventions. The waiver should be explicitly acknowledged by me.

Dispute Resolution

Any disputes regarding intellectual property ownership or rights will first be addressed through good-faith negotiations. If the dispute remains unresolved, it will proceed to mediation. In case mediation fails, the matter will be brought before the Hungarian courts, with Hungarian law governing the interpretation and enforcement of this section.

Confidentiality

All parties agree to maintain the confidentiality of all intellectual property-related information. This confidentiality obligation remains in force for three years following the termination of this agreement, except where disclosure is required by law or with prior written consent from the other party. All exceptions to disclosure should be clearly defined to avoid unintentional breaches.

Limitation of Liability

General Limitation

My total aggregate liability for all claims, damages, losses, or costs arising from or in connection with these Service Terms shall not exceed the total amount of fees paid by you for the services in the 12 months preceding the claim. This cap applies to all claims in aggregate, not on a per-claim basis.

Under no circumstances shall my liability exceed this amount, whether arising from contract, tort, or any other legal theory.

Exclusions

I shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, business opportunities, or data, even if I was advised of the possibility of such damages.

This exclusion includes, but is not limited to, punitive damages, reputational harm, or damages from any form of business disruption.

Exceptions

This limitation of liability does not apply in cases of gross negligence, fraud, intentional misconduct, or willful breach of these Service Terms by me.

I do not exclude liability for any matters that cannot be legally excluded or limited under Hungarian law.

Third-Party Claims

I shall not be liable for any claims, demands, or actions made by third parties arising from your use of the services, unless such claims are a direct result of my gross negligence or willful misconduct.

You assume full responsibility for compliance with third-party agreements and indemnify me from any claims arising out of those agreements.

Force Majeure

I shall not be liable for any failure or delay in the performance of my obligations under these Service Terms caused by circumstances beyond my reasonable control. This includes but is not limited to acts of God, war, terrorism, civil unrest, strikes, natural disasters, governmental actions, unforeseen disruptions to technical infrastructure, or when either of us has at least two thirds of its human workforce at its disposal unavailable due to illness, government mandated days off (aka national holidays), or other reasons beyond the control of either of us.

My obligations are suspended for the duration of such force majeure events, provided that reasonable efforts are made to mitigate their impact.

Legal Compliance

This limitation of liability clause shall be governed by and construed in accordance with the laws of Hungary.

If any provision of this clause is found invalid or unenforceable under Hungarian law, that provision shall be modified to the minimum extent necessary to ensure its validity, without affecting the enforceability of the remaining provisions.

Termination of Agreement

Termination by Client

Notice Requirement: You must provide written notice at least thirty calendar days in advance before terminating the agreement. This prevents abrupt disruption and gives me time to reorganize work and finances.

Outstanding Payments: You are required to pay for all services rendered up to the termination date. If payment is not received within five calendar days of termination, I can retain any work or deliverables without further obligation to deliver unfinished work.

Non-Refundable Fees: Any upfront or retainer fees are non-refundable unless explicitly agreed in writing due to failure to deliver clearly defined agreed milestones or clear evidence of non-performance. This protects me if resources have already been allocated.

Termination by Service Provider

For Cause: I may terminate immediately if you:

• Breach the Agreement and fail to remedy the breach within seven calendar days of notice.
• Engage in unlawful or unethical activities that affect the agreement, protecting me from difficult or dangerous clients.
• Engage in any form of hostile, unprofessional, discriminatory, racist, or abusive behavior towards me, particularly regarding my background or any other protected characteristic. Respect and professionalism are essential for our collaboration.
• Set unrealistic or unachievable expectations, or frequently alter priorities in a way that intentionally disrupts project progress or sets me up for failure. I will not tolerate behavior designed to cause professional harm or disruption.
• If fundamental conflicts arise between your values and mine, which severely hinder our professional relationship, I reserve the right to terminate the Agreement. Successful collaboration requires mutual respect for each party's values.
• If the work environment is unprofessional or the skill gap between us is too significant to bridge within a reasonable time, making cooperation ineffective or impractical.
• If I become aware of any attempts by you to undermine or sabotage my work or reputation.

Without Cause: I reserve the right to terminate the agreement with 30 calendar days’ notice for any reason, giving me an exit if the relationship becomes untenable. Termination without cause does not exempt me from delivering any work or services that have already been paid for and agreed upon.

Effect of Termination

Service Suspension: All services will immediately cease upon termination unless specifically agreed otherwise in writing to avoid disruptions.

Delivery of Work Products: Any work completed up to the termination date will be provided only after all outstanding payments have been received. I will retain ownership of all deliverables until payment is fully settled.

Termination Due to Force Majeure

Either party may terminate the agreement if a force majeure event (natural disaster, war, etc.) persists for more than 60 calendar days, providing a fair escape for both parties in uncontrollable circumstances.

Insolvency and Bankruptcy

I may terminate the agreement if you become insolvent, declare bankruptcy, or fail to make payment within five days of the due date. This prevents me from providing services without a guarantee of payment.

Mutual Termination

Both parties may agree in writing to terminate the agreement at any time, setting out mutually agreed terms for the completion or return of any work products or outstanding payments. I retain full rights to work already completed, and your right to any deliverables is contingent upon full payment.

Limitation of Personal Liability

This Agreement is strictly between you and me (Adam Laszlo Rocska, Sole Proprietor). Any claims, disputes, or liabilities arising under this Agreement shall not extend to me personally but will be limited to my business assets.

Legal Fees in Dispute

If any legal action is required to recover unpaid fees or settle disputes, the losing party will be liable for reasonable legal fees incurred by the prevailing party, protecting me from additional financial burdens in the case of disputes.

Dispute Resolution

Objective

The purpose of this Dispute Resolution section is to establish a clear, fair, and efficient process for resolving any disputes arising out of or relating to the interpretation, performance, or enforcement of these Service Terms.

Good Faith Negotiation

Before initiating any formal dispute resolution process, we agree to engage in good faith negotiations to resolve any disputes amicably. Both parties shall make reasonable efforts to resolve the dispute within 14 days of written notification of the issue, and such efforts should be documented.

Mediation

If the dispute cannot be resolved through good faith negotiation, we agree to submit the matter to mediation. The mediation process will be conducted as follows:

1. We shall mutually select a qualified mediator recognized under Hungarian law within 7 days of the mediation request. The mediator's qualifications can be verified through professional bodies or credentials.
2. The mediation shall take place in Budapest, Hungary, unless we agree otherwise. Each party shall bear its own costs associated with the mediation, and we shall share equally the costs of the mediator.
3. The mediation process shall be confidential, and no statements made during mediation can be used as evidence in any subsequent legal proceedings, except where mandatory reporting obligations apply.

Arbitration

If the dispute remains unresolved after mediation, it shall be submitted to binding arbitration, governed by the following terms:

1. The arbitration shall be conducted in accordance with the latest rules of the Hungarian Chamber of Commerce and Industry (MKIK) or an equivalent arbitration body as agreed by us. Examples of equivalent arbitration bodies could include regional arbitration boards or industry-specific arbitration panels.
2. We shall select a single arbitrator by mutual agreement. If we cannot agree on an arbitrator within 14 days, either party may request the MKIK to appoint an arbitrator. The arbitrator should possess qualifications relevant to the dispute.
3. The arbitration shall take place in Budapest, Hungary.
4. The decision of the arbitrator shall be final and binding on both parties and may be enforced in any court of competent jurisdiction.

Legal Fees

Each party shall bear its own legal fees incurred during the dispute resolution process. However, if a party fails to comply with the arbitration decision, the non-compliant party shall be responsible for all reasonable legal fees and costs incurred by the other party in enforcing the decision, where "reasonable legal fees" are defined as those typically charged for similar services in the jurisdiction.

Governing Law

This Dispute Resolution section, and any disputes arising hereunder, shall be governed by and construed in accordance with the laws of Hungary. We agree to submit to the exclusive jurisdiction of the courts of Hungary for any matters not covered by this Dispute Resolution section.

No Waiver

Failure to exercise any rights under this section does not constitute a waiver of those rights, nor does it preclude any future enforcement of those rights.

Amendments to Terms

Right to Amend

I reserve the right to modify or amend these Service Terms at any time to reflect changes in legal requirements, business practices, or service offerings. Such amendments will be carried out with the intent to maintain transparency and fairness, and will comply with the Hungarian Civil Code (Act V of 2013) to ensure they are not unfair or unilaterally disadvantageous to the client, in line with consumer protection laws.

Notification of Changes

You, as the Client, will be notified of any amendments to these Service Terms through a formal communication, as explicitly agreed upon in the initial contract. This may include, but is not limited to, an email sent to the address provided during our initial engagement or a prominent notice on my website. The effective date of such amendments will be specified within the notification. In the absence of a specified effective date, changes will take effect 30 days after the date of notification. Ensure the initial contract states how clients will be notified.

Client Responsibility to Review

It is your responsibility to regularly review these Service Terms for any amendments. Your continued use of my services after the effective date of any amendments will constitute your acceptance of the updated terms. Failure to review the amended terms will not limit your legal recourse, but may affect the ongoing services.

Right to Terminate

If you do not agree with any amendments to these Service Terms, you retain the right to terminate our agreement without penalty, provided that such termination occurs before the amendments take effect. Termination requests must be submitted in writing (email, post, etc.) to me within the notice period stated in the amendment notification. A 30-day notice period is typically reasonable.

Effect on Existing Contracts

Amendments to these Service Terms shall not retroactively affect the terms of any existing written agreements, offers, or framework agreements between us, unless both parties explicitly agree to the modifications in writing, as required by Hungarian contract law.

Compliance with Hungarian Law

All amendments to these Service Terms will comply with the applicable laws and regulations of Hungary. No amendment will alter or waive any legal protections afforded to you or me as natural persons or as business entities under Hungarian law. Regular legal reviews will be conducted to ensure ongoing compliance with any changes in Hungarian legislation.

Contact Information

General Communication

For general inquiries or service-related communications, you should contact me via the following designated email address:

E-Mail: rocska.adam+general@gmail.com

Legal Notices

Any formal notices, including legal notices or disputes arising under these Service Terms, must be submitted in writing and sent via registered mail to my registered office address:

Adam Laszlo Rocska

Hungary, 1092 Budapest

Bakats square 2, 3rd floor, Door 18

Additionally, legal notices may be sent via email to the following designated address:

E-Mail: rocska.adam+legal@gmail.com

Any legal notice sent via email will be considered received upon either confirmation of receipt by me or upon receipt of a legitimate certificate issued by Google verifying that the email has been received and read.

This ensures that even if an email lands in my spam folder, you have proof that I read it.

This is important given the potential for technical issues or outages, which have become more common since 2020, exacerbated by global events such as the war in Ukraine.

While modern infrastructure relies on these systems, occasional glitches occur.

Response Times

I will make reasonable efforts to respond within five business days.

Emergency Situation

For urgent issues related to the provision of services, please use the following phone number for emergency purposes only: Phone: +36 30 736 0099 This number is for immediate concerns only. All other inquiries should follow the communication protocols described above.

Updates to Contact Information

I RESERVE THE RIGHT TO UPDATE MY CONTACT INFORMATION LISTED IN THIS SECTION AT ANY TIME AND WITHOUT PRIOR NOTICE.

It is your sole responsibility to regularly check for the most up-to-date contact information, which will always be available on my official website or through any formal communication method such as email notifications.

Protection of Privacy

I take privacy seriously and will not provide personal contact information beyond what is necessary for business operations. Any misuse of the contact details provided here, including harassment, will be considered a breach of these Service Terms and may result in immediate termination of services and potential legal action. Furthermore will draw instant legal consequences according to Hungarian and International Law.

Closing Statement

By engaging with the services provided by me, you acknowledge that you have read, understood, and agree to be bound by these Service Terms and Conditions. Your continued use of the services signifies your acceptance of these terms.

Please note that, as a Sole Proprietor, any liability for damages arising from the use of my services is limited to the extent permitted by applicable Hungarian law. I encourage open communication and mutual cooperation to ensure a successful partnership.

If any provision of these Service Terms is found to be invalid or unenforceable, the remaining provisions will remain in effect. These Service Terms are governed by the laws of Hungary, and any disputes arising shall be subject to the exclusive jurisdiction of the courts of Hungary.

I appreciate your understanding and cooperation. If you have any questions or require clarification regarding these Service Terms, please feel free to reach out to me.