Terms and Conditions

GENERAL TERMS AND CONDITIONS

FOR THE USE OF THE "DELIVERY GATEWAY" SERVICE

1. INTRODUCTION

Delivery Gateway Limited Liability Company has created a complex information society service called Delivery Gateway, which enables e-commerce service providers that sell goods—namely businesses operating commercial websites or intermediary service providers operating online platforms—to connect to and continuously access the Delivery Gateway Service in order to make their own e-commerce services more efficient.

The Delivery Gateway Service is a complex information society service that includes the use of software modules necessary for its utilization, which necessitates detailed regulation of the legal relationship between the Parties.

The provisions governing the legal relationship between the Parties are set forth in the following General Terms and Conditions (hereinafter referred to as the "Agreement" or "GTC").

2. DEFINITIONS

GTC: These General Terms and Conditions, which contain the provisions governing the legal relationship between the Parties.

Provider: The operator and owner of Delivery Gateway, identified as the following business entity: Delivery Gateway Limited Liability Company, Registered Office: 1066 Budapest, Nyugati tér 1-2., Company Registration Number: 01-09-441174, Tax Number: 32760215-2-42, Email Address: hello@deliverygateway.io, Website: www.deliverygateway.io

Customer: The legal entity, sole proprietor, or agricultural primary producer that, acting within the scope of its profession, independent or business activity, enters into the Agreement with the Provider for the use of the Service and which, as an enterprise operating a commercial internet website or online platform, utilizes the Service to directly or indirectly sell goods.

Parties: The Provider and the Customer, collectively

Delivery Gateway: The computer system operated by the Provider that provides the technical infrastructure for the Service, to which the Customer's IT System connects for the purpose of utilizing the Service.

IT System: The computer system operated by the Customer that connects to the Provider's Delivery Gateway pursuant to the Agreement (e.g., the Customer's webshop), for which the Customer utilizes the Service to facilitate and support freight and logistics services related to that system's e-commerce activities. IT System shall also be understood to mean cases where the Customer's IT System is not operated by the Customer itself or is not owned by the Customer, but rather the Customer utilizes it from a third party (e.g., pursuant to a usage agreement).

Agreement: The agreement concluded electronically between the Customer and the Provider through the Provider's website, between parties not physically present in the same location regarding the use of the Service, the terms of which are governed by these GTC.

Individual Agreement: An agreement concluded between the Parties based on a separate agreement, which is entered into between the Customer and the Provider for the utilization of the Service. The Parties may agree during the conclusion of the Individual Agreement that the provisions contained in these GTC shall govern their cooperation. The Parties shall determine in their Individual Agreement all conditions with respect to which they wish to deviate from the provisions contained in these GTC. In matters not regulated in the Individual Agreement, or not regulated differently, the conditions of these GTC shall govern. The GTC constitutes an inseparable annex to the Individual Agreement.

Go-live: The point in time when the Service becomes actively available for its intended use within the Delivery Gateway, of which the Provider notifies the Customer.

Shopper: The natural or legal person who purchases goods from the Customer through the Customer's IT System or through the online platform operated by the Customer. Only the Customer has a legal relationship with the Shopper. Based on the Agreement, the Provider and the Shopper do not enter into a legal relationship with each other. The Provider provides the Service exclusively to the Customer, and the Shopper may not assert any claims against the Provider in connection with the Service.

Service: The comprehensive suite of IT services supporting electronic commerce provided by the Provider under the designation "Delivery Gateway" service, designed to support and facilitate freight and logistics services related to the electronic commerce services of the Customers utilizing the Service.

Services Supporting Courier Service and Goods Pick-up: Elements and software solutions facilitating carriage services integrated into the Delivery Gateway system, to which the Delivery Gateway provides technical access within the framework of the Service in the event that (i) the Customer has a valid service agreement with the relevant Courier Service Provider for the utilization of a specific Courier Service, (ii) the Customer wishes to utilize a service provided by the Courier Service Provider that does not require the conclusion of a valid service agreement for the utilization of a specific Courier Service, or (iii) the Customer itself records in the Delivery Gateway system the possible locations for the pick-up of goods sold by it directly or indirectly, for which it bears exclusive responsibility for providing adequate pick-up service.

Carriage Service: The aggregate of carriage and logistics services utilized by the Customer through third parties, including parcel point collection and postal services.

Courier Service Provider: A provider offering Carriage Service that is supported by the Provider, a list of which is available on the Provider's website.

Custom Task Agreement: A bilateral agreement required for the Customer's ordering and the Provider's undertaking of a Custom Task related to the subject matter of the Agreement. It contains the technical content of the Custom Task—previously coordinated by the Parties and accepted by mutual agreement—the amount and due date of the service fee due to the Provider, the performance deadlines, and other essential contractual terms determined by the Parties.

Custom Task: Any task ordered by the Customer from the Provider in connection with the subject matter of this Agreement that falls outside the scope of this Agreement or the technical documentation referenced in these GTC (e.g., additional function, task, modification request, service development). The Provider may perform a Custom Task based on the Custom Task Agreement—which forms an annex to these GTC. The Provider shall perform the Custom Task upon mutual agreement of the Parties. The Provider is not obligated under these GTC to accept all of the Customer's orders falling within the scope of Custom Tasks and to undertake an obligation to perform the Custom Task.

Billing Date: The date on which the service fee is billed, marking the start of a Billing Period. The date of the first Billing Date is determined as follows: if the Go-live occurs before the 25th of a given calendar month, then the Billing Date, or the first day of the Billing Period, will be the first day of that same calendar month (therefore, the Service fee must be paid for that month); if the Go-live occurs on the 26th or later of a given calendar month, then the Billing Date, or the first day of the Billing Period, will be the first day of the following calendar month. Subsequent Billing Dates are determined in accordance with the Service's Billing Period, calculated from the first Billing Date.

Billing Period: The duration of the Service for which the Provider issues an invoice. The Billing Period may be monthly or annual, according to the Customer's choice.

Excess Use Fee: A fee the Customer is obligated to pay if it exceeds the maximum number of packages included in its selected Service Package, to be applied by the Provider on the next Billing Date.

Force Majeure Event: Any unforeseeable event, circumstance, or combination thereof outside the Parties' control, the occurrence and/or consequences of which are beyond the influence of the Parties, could not have been avoided through any measures reasonably expected from any Party, and which makes it partially or wholly impossible for any Party to perform, or delays the performance of, any contractual obligation, including but not limited to: 1) natural disaster, fire, flood, windstorm, storm, earthquake, explosion, or epidemic, 2) war, hostilities, occupation, activities of foreign enemies, military mobilization, terrorist acts, 3) rebellion, revolution, insurrection, military or other seizure of power, or attempts thereof; riots or civil war, including street riots and violent demonstrations, 4) strike, except where such strike is limited exclusively to one Party.

Privacy Policy: The detailed Privacy Policy regarding data necessary for the use of the Service, which is available on the Provider's website.

Designation: The totality of identifiers associated with the Provider, including but not limited to the name, logo, trademark, domain name, and other brand elements.

3. SUBJECT OF THE CONTRACT

3.1. The Provider undertakes to provide the Service as defined and regulated in the Agreement to the Customer in exchange for the fee specified in the Agreement, in support of the Customer's business activities.

3.2. Unless the Parties have an express agreement to the contrary, the Service does not include the Provider establishing, supporting, or facilitating the legal relationship between the Customer and the Courier Service Provider, or acting as an intermediary in establishing such a legal relationship. In the course of providing the Service, the Provider does not enter into a direct legal relationship with the Courier Service Providers; the conclusion and performance of contracts with Courier Service Providers for the utilization of Courier Services is the Customer's responsibility. Furthermore, under the Agreement, the Provider does not enter into a direct legal relationship with the Shoppers either. The Parties expressly stipulate that in connection with this Agreement, the Provider enters into a legal relationship exclusively with the Customer, and therefore its liability is exclusively to the Customer in relation to the provision of the Service undertaken by it under this Agreement. Should the Courier Service Provider, the Shopper, or any third party acting on behalf of or at the Customer's direction cause damage to the Provider in connection with the performance of the Agreement, the Customer must reimburse the Provider for such damage.

4. ORDERING THE SERVICE

4.1. Technical Definition of the Service

4.1.1. The operational methods and technical specifications of the Delivery Gateway and the Service are available on the Provider's website.

4.2. Technical Steps and Conditions for Implementing the Service at the Customer

4.2.1. The development tasks to be performed by the Customer for implementing the Service and connecting to the Delivery Gateway, their detailed requirements, and the technical information necessary for this implementation can be found on the Provider's website.

4.2.2. The Customer acknowledges that implementing the Service may require IT developments and modifications to be performed within its IT System. Under this Agreement, the Provider does not perform IT development or IT consulting and will not carry out any modifications to the IT System. During the implementation of the Service, the Customer is obligated to perform, at its own expense and with its own resources, all tasks required of it.

4.2.3. If the Customer requires the assistance of an expert third party regarding development tasks arising on the Customer's side during the implementation of the Service, the Provider may recommend a third party with appropriate expertise to the Customer, who may perform the development tasks based on a separate agreement between that third party and the Customer. For the avoidance of doubt, the Parties stipulate that the foregoing does not mean the Provider will perform IT development activities in the IT System or undertake an obligation under the Agreement to implement tasks to be performed by the Customer. The Customer is obligated to provide maximum support for the Provider's activities, is obligated to cooperate fully and do everything reasonably expected of it to ensure the Provider can perform its undertaken tasks on time. The Customer's delay excludes the Provider's delay.

4.2.4. Upon completion of any developments, the Customer is obligated to conduct the necessary tests to ensure the interoperability of the Delivery Gateway system serving the Service and the IT System.

4.2.5. Within the framework of the Service, the Provider makes available to the Customer those software elements and technical descriptions that are necessary for utilizing the Service and for proper communication between the IT System and Delivery Gateway. The Customer is obligated to ensure the availability and adequacy of these software elements.

4.2.6. The Customer is obligated to conclude any contracts necessary in connection with the implementation of the Service, particularly the conclusion of contract(s) with Courier Service Providers for the utilization of Courier Services. The Customer is further obligated to examine whether the implementation of the Service necessitates the modification of documentation and informational materials related to its commercial activities conducted via the IT System (particularly general terms and conditions applicable to Shoppers, Privacy Policies). If the Customer's documentation and informational materials must be modified based on applicable laws, the Customer is obligated to perform such modifications at its own expense and with its own resources. The Provider bears no responsibility for ensuring that the Customer conducts its electronic commerce activities through the IT System in accordance with applicable laws.

4.2.7. Through connection to the Service, the Customer obtains system-level access to the Delivery Gateway system. The Customer is obligated to ensure the secure management of the IT System as well as the access provided to Delivery Gateway. The Customer manages the access of individual Customer users and the authorizations of individual users. If the Provider suffers damage due to reasons attributable to the Customer (including but not limited to the failure to ensure secure management of access), the Customer is obligated to compensate for such damage without delay.

4.2.8. The Customer is entitled to reference the use of the Delivery Gateway system in its advertisements and in communications with its business partners and clients.

4.2.9. By entering into the Agreement, the Customer consents to the Provider placing the Delivery Gateway name and/or logo (its Designation) in a clearly visible manner, without separate compensation, within the Customer's IT System on the interface related to the transportation and shipping of goods sold directly or indirectly by the Customer, within the scope of Services provided by the Provider, which Designation shall provide a link to the Delivery Gateway website.

4.2.10. The Customer is obligated to ensure the placement of the Designation for the Provider for as long as the Agreement remains in effect between the Parties, or until the Provider requests in writing the termination of such placement. The Customer acknowledges that it may not use the Designation for any other purpose and may not display it in any location other than on the interface related to the transportation and shipping of goods sold directly or indirectly by the Customer, unless it has entered into a separate agreement with the Provider for such use or has received prior authorization from the Provider. The Customer is obligated to ensure the placement of the Designation pursuant to the Agreement, and the Customer may not assert any claims against the Provider in connection with such placement.

4.2.11. The Provider is entitled to verify the placement of the Delivery Gateway Designation by the Customer at any time. If the Customer does not use the Designation in accordance with the provisions of the Agreement, the Parties consider this a material breach of contract on the part of the Customer. The Provider will not commence the provision of the Service until the placement of the Designation has been completed in accordance with the provisions of the Agreement. If the Provider detects during the provision of the Service that the placement of the Designation has not been completed in accordance with the provisions of the Agreement, it may suspend the Service with immediate effect until the placement of the Designation is completed in accordance with the provisions of this Agreement. The Customer is obligated to bear all damage and costs related to the suspension of the Service for this reason. Furthermore, in connection with unauthorized use, the Provider is entitled to initiate appropriate legal proceedings without delay for the protection of its rights and to enforce any damage incurred in this regard.

4.3. Use of the Service

4.3.1. The Customer is entitled to determine which of the Courier Service and Goods Receipt Support Services made available within the scope of the Service it wishes to utilize. The Customer may change this selection at any time during the term of the Agreement. However, the Customer may in all cases choose exclusively from among the Courier Service and Goods Receipt Support Services that the Provider makes available within the scope of the Service. The Customer acknowledges that the Provider is unilaterally entitled to determine and modify the available Courier Service and Goods Receipt Support Services.

4.3.2. The Customer may use any Courier Service and Goods Receipt Support Services made available by the Provider in production only if the Customer has completed all connection tasks, particularly 1) it has completed, or caused to be completed, the necessary system developments in the IT System, 2) it has successfully completed testing of the IT System, including the interface between Delivery Gateway and the IT System, thereby confirming the reliable operation of the technical interoperability (the interface connection), and 3) it has completed all other tasks required for connection under the Agreement (e.g., executing contracts, placement of branding and legal elements, etc.).

4.4. Provision of the Service

4.4.1. The Service is provided in accordance with the technical documentation referenced in Section 4.1.1 of these GTC and the measures set forth in Section 4.2.1.

4.4.2. The Provider ensures 99% annual availability of the Delivery Gateway system. For availability purposes, the following shall not be considered downtime: 1) the duration of scheduled maintenance, which the Provider shall announce to the Customer 3 calendar days in advance, 2) outages caused by a Force Majeure Event, 3) suspension implemented by the Provider pursuant to the Agreement, and 4) the duration during which the Service is unavailable because the IT System or the data connection is not available 5) any other cause arising from the Customer's sphere of responsibility or otherwise attributable to the Customer.

4.4.3. The Customer is obligated to continuously ensure the conditions necessary on the Customer's side for the utilization of the Service and for the integrated operation between the IT System and Delivery Gateway, including any developments and maintenance that may become necessary. The Customer is obligated to continuously ensure that the operation on the IT System side remains properly uninterrupted and that the data connection complies with the requirements of the Delivery Gateway interface. The Customer shall bear sole responsibility for any damages arising from its failure to fulfill the obligations set forth in this section.

4.4.4. The Customer acknowledges that the Provider delivers the Service in a standardized manner, under identical technological conditions for all its users. If the Customer implements any modification, IT development, or technical transformation on the IT System that causes incompatibility between the IT System and Delivery Gateway, the Customer shall bear sole and complete responsibility for such incompatibility. The Provider is not obligated to change or modify the IT operation or technical characteristics of Delivery Gateway in order to establish or restore compatibility with the IT System. Ensuring compatibility between the IT System and Delivery Gateway is exclusively the Customer's task and responsibility. In consideration of the foregoing, the Customer undertakes to perform any potential system developments exclusively in such a manner that does not hinder or impede the operational capability of the Service. The Customer undertakes to re-conduct all testing necessary for connection in the event of significant modification of the IT System. If the Customer implements any IT development or modification in its own IT backend system or in the IT System that hinders, restricts, or renders impossible the proper provision of the Service, establishing compatibility with the Delivery Gateway system is the Customer's obligation and is not part of the Service. The Provider may undertake cooperation regarding ensuring compatibility within a timeframe, under conditions, and for a fee individually negotiated by the Parties.

4.5. Error Handling

4.5.1. The Parties undertake to immediately notify the other Party of any problem concerning their technical cooperation covered by the Agreement, in the communication between the IT System and Delivery Gateway, and to immediately take the necessary measures to restore proper operation.

4.5.2. If the Provider detects or if data or circumstances arise indicating that an error in the IT System or its improper operation endangers, obstructs, or restricts the secure operation or stability of the Service, the provision of the Service to other customers, or the proper operation of the Provider's IT system, the Provider is entitled to suspend the Service or its affected component with immediate notification of the Customer. During the period of suspension, the Customer is not entitled to use the Service; however, the Provider will keep the Service available to the Customer. In the event of suspension of the Service pursuant to this section, the Customer is obligated to bear any damage (including, in particular, lost profits) and costs incurred as a result of the suspension, and may not assert any claim for damages or reimbursement against the Provider in connection therewith. In the case set forth in this section, the suspension continues until the Customer eliminates the error or improper operation of the IT System and properly demonstrates this to the Provider, but for a maximum of three (3) months. After three (3) months have elapsed, the Provider is entitled to terminate the Agreement with immediate effect. In the case set forth in this section, upon immediate termination, the Provider is not obligated to send the Customer the prior notice pursuant to section 10.2.3, but may terminate the Agreement with immediate effect without prior notice. In the case set forth in this section, the Customer is obligated to pay the service fee for the period of suspension to the Provider, considering that during the suspension period, the Provider keeps the Service available for the Customer. If the Customer properly eliminates the error or improper operation of the IT System within thirty (30) days from the commencement of the suspension and notifies the Provider thereof, the Provider reactivates the Service.

4.5.3. The Customer is obligated to handle any complaints from Shoppers or Courier Service Providers in accordance with applicable laws and regulations at all times, and the Customer is obligated to assume liability for any potential claims for damages or other claims arising as a result thereof. Furthermore, the Customer may assert any potential claims related to Courier Services exclusively and directly against the Courier Service Providers; the Provider bears no responsibility whatsoever in connection with services provided by Courier Service Providers.

4.5.4. The Delivery Gateway system reliably logs operations performed on Delivery Gateway and on the interface between Delivery Gateway and the IT System in such a manner that individual operations (including the users performing them) are subsequently retrievable. The Parties agree that for reconstructing events that occurred in the Delivery Gateway system, for resolving disputed situations related thereto, and for proving the Parties' positions, they shall utilize the log files of the Delivery Gateway system and shall base their determinations on the data contained therein.

4.6. Data Processing

4.6.1. The Parties stipulate that due to the fundamental purpose of the Service, the Provider performs data processing on behalf of the Customer, within the framework of which data processing it may transmit data to Courier Service Providers. The data processing also affects data that qualifies as personal data of Shoppers associated with the Customer. Considering that the Provider ensures the integrity between the Customer's and the Courier Service Provider's IT systems, the Customer transfers the Shopper's personal data to the Provider so that it transmits such data to the Courier Service Provider in such a manner that the Customer can fulfill the proper performance of Courier Services related to the purchase. The Service and Delivery Gateway are designed so that during the provision of the Service, the Provider does not have access to banking or payment-related data or other personal data of the Customer's Shoppers beyond the personal data transferred to the extent necessary for courier and shipping services, not including the processing of specified data of goods placed in the shopping cart for anonymization purposes and the data analysis of anonymized data. The Provider continuously complies with its data protection obligations specified in applicable laws during the provision of the Service. The Provider qualifies exclusively as the Customer's data processor with regard to the processing of personal data. The Provider's data processing activity extends exclusively to transmitting the personal data of the Customer's Shoppers necessary for courier and shipping services to Courier Service Providers or third parties designated by the Customer, as well as processing specified data of goods placed in the shopping cart in an anonymized manner for data analysis purposes on behalf of the Customer.

4.6.2. Both Parties undertake to ensure the secure and confidential handling of personal data with regard to their respective systems, with particular regard to the heightened sensitivity of the personal data processed. The Parties note that communication occurs partly over an open communication network (the internet), and to ensure its integrity, confidentiality, and authenticity, the Parties implement the measures specified in section 4.2.1.

4.6.3. Considering that the Customer qualifies as data controller with regard to operations performed with Shoppers' personal data, while the Provider acts as data processor, simultaneously with the acceptance of these GTC and the conclusion of the Agreement, a data processing agreement is also established between the Customer and the Provider. The conditions for the Provider's processing of personal data made available by the Customer and the detailed provisions relating to the data controller relationship are contained in Annex 3 of these GTC.

4.6.4. In addition to the foregoing, the Customer also makes contact person data available to the Provider in connection with the Agreement, since it is necessary for the Parties to maintain contact with each other during the conclusion, performance, and termination of the Agreement. With regard to contact person data, the Provider qualifies as data controller, in connection with which it informs data subjects about the data processing it performs through the Privacy Policy. The Customer undertakes the obligation to make the Privacy Policy available to the person designated by it for contact purposes so that the data subject receives appropriate information about the particulars, rights, and obligations related to data processing. The Customer is liable for all damages arising from the Customer's failure to provide such information.

4.7. Modification of the Delivery Gateway and the Service

4.7.1. The Customer accepts that Delivery Gateway and the Service operate uniformly for all customers, and that the Provider updates, develops, transforms, and modifies the IT solutions of Delivery Gateway and the Service from time to time. Within this framework, there may occur in particular the implementation of new solutions supporting courier and shipping services, the modification or deletion of previous solutions, the modification of the interface between Delivery Gateway and the IT System, as well as changes to other measures specified in section 4.2.1. The Customer expressly accepts that the updates, developments, transformations, and modifications performed by the Provider as described above may result in the necessity for the Customer to update, develop, transform, or modify the IT System or its other IT backend systems in order to maintain compatibility with Delivery Gateway. The Customer expressly accepts that it is not entitled to the continued use of a previous version of Delivery Gateway or the Service in the event that the Provider has implemented updates, developments, transformations, or modifications as described above. The Customer may not raise any claim for reimbursement or compensation against the Provider in connection therewith.

4.7.2. The Provider undertakes to provide the Customer with sufficient advance notice in the event of a modification that also affects the Customer (requiring modification of the IT System or otherwise significantly affecting the Service) so that the Customer may perform the necessary developments in a timely manner.

4.7.3. The Customer undertakes to implement these developments at its own expense by the modification deadline specified by the Provider. In such cases, the Customer also performs the necessary testing and other tasks to ensure that the IT System is capable of interoperating with Delivery Gateway. In such cases, the Customer may raise no claim whatsoever against the Provider in connection with such modification; the present Agreement was concluded with knowledge of this, and the Parties expressly took this fact into consideration when establishing the fee.

4.7.4. The Provider is not obligated under this Agreement to perform modifications or developments necessary in the Customer's other IT backend systems or in the IT System to ensure compatibility with a newer version of the Service, as such work does not constitute part of the Service.

5. INTELLECTUAL PROPERTY, USE

5.1. The content displayed on Delivery Gateway, on its interface, and otherwise in connection with the Service (including, among others, the software and other solutions used, ideas, implementations, as well as visual and image content, graphic elements, and unique textual descriptions employed by the Provider) constitutes the intellectual property of the Provider subject to copyright protection, and may not be used beyond the scope of use expressly permitted in the Agreement without the Provider's prior written consent. The Provider expressly reserves all rights to intellectual creations of any kind related to Delivery Gateway and the Service, beyond the rights granted to the Customer in the Agreement.

5.2. The Customer, by accepting the Agreement and making full payment of the related fees, 1) acquires a non-exclusive license, limited in territory and time, as well as in the manner and scope of use, to the logo provided by the Provider for display on the interface related to the transportation and forwarding of goods sold directly or indirectly by the Customer, and 2) acquires a non-exclusive license, limited in territory and time, as well as in the manner and scope of use, to Delivery Gateway.

5.3. The license acquired under the Agreement extends exclusively to the scope necessary for the intended use of the software(s) and software element(s) (including, in particular, the reproduction inevitably required during installation and display) and to the extent necessary for utilizing the Service; the license does not extend, in particular, to the distribution or modification of the logo provided for display or of Delivery Gateway, nor to the reproduction of their copies on any physical medium. The license furthermore extends exclusively to supporting the Customer's own business operations. The Customer may not transfer its right of use to any third party under any legal title, nor may the Customer grant additional rights of use. The right of use is granted to the Customer exclusively during the temporal validity of the Agreement. The right of use extends exclusively to displaying the logo on the interface related to the transportation and forwarding of goods sold directly or indirectly, as well as to using Delivery Gateway to the extent necessary for utilizing the Service.

5.4. Both Parties declare that the software(s), software element(s), and other IT solutions employed by them do not infringe upon third parties' copyrights or other intellectual property rights.

5.5. The Delivery Gateway name and logo are protected by copyright, and the Customer may use the Delivery Gateway logo only in the manner specified in these GTC, during the term of the Agreement, and for the purpose defined in the GTC. Any use differing from these GTC may constitute copyright infringement as well as other violations of law and entails adverse legal consequences. Beyond what is specified in this Agreement, the Customer may not use or register the intellectual creations or trademarks of Delivery Gateway Kft.; this restriction extends to emblems, logos, trade names, trademarks, and domain names that are confusingly similar thereto.

6. FEES AND BILLING

6.1. Service Packages

6.1.1. The Customer may choose from the current Service Packages and Billing Periods available on the Provider's website.

6.1.2. The Customer is entitled to switch between Service Packages, Billing Periods, or both on the Billing Date of the relevant Billing Period. The Customer is obligated to communicate this intention to the Provider via electronic mail at least 5 (five) business days before the Billing Date of the Billing Period, and this notice must be received by the Provider no later than the 5th business day preceding the Billing Date. If the Customer fails to meet the deadline, the requested modification shall take effect on the Billing Date following the Provider's receipt of the electronic mail.

6.1.3. The Customer acknowledges and accepts that the Provider is entitled to unilaterally modify the fees payable under the individual Service Packages. The Provider publishes its currently valid Service Packages and fees on its website. The Customer may utilize the Service for the fee according to the current fee schedule published on the Provider's website. The modification of Service Packages and fees occurs in accordance with the provisions set forth in Section 9.

6.2. Free Trial Period

6.2.1. The Provider may, to facilitate the introduction of Delivery Gateway, offer a free trial period under this Agreement for the subscription Service Package selected and ordered by the Customer for the Courier Service and Goods Receipt Support Services. The Provider publishes current information regarding this on its website.

6.2.2. During the entire free trial period, the Customer has the opportunity to confirm the ordered subscription Service Package. Three (3) days prior to its expiration, the Provider will send an email notifying the Customer of the expiration deadline and the option to confirm the subscription. The Provider will also inform the Customer that it will suspend the Courier Service and Goods Receipt Support Services on the day following the expiration until the payment obligation is confirmed. If two (2) months elapse without confirmation, the Provider will terminate the Agreement with immediate effect and discontinue the availability of the Services for the Customer.

6.2.3. Following the expiration of the free trial period, the Provider suspends the Courier Service and Goods Receipt Support Services provided by it until the Customer confirms the payment obligation undertaken in the order. During the suspension period, the Customer has access to the Delivery Gateway account but cannot utilize the Courier Service and Goods Receipt Support Services. If two (2) months elapse after the free trial period expires without confirmation, the Provider may terminate the Agreement with immediate effect and discontinue the availability of the Courier Service and Goods Receipt Support Services for the Customer.

6.2.4. During the free trial period and the subsequent two (2) month availability period, the Customer's payment obligation does not become due, but the Customer may decide at any time to confirm the payment obligation undertaken in the order, thereby ensuring continuous and uninterrupted accessibility and use of the Courier Service and Goods Receipt Support Services. The Provider expressly states that it does not issue an invoice to the Customer for the free trial period and the subsequent two (2) month availability period.

6.2.5. If the Provider offers a free trial period, then the free trial period is a contractual condition that the Customer may utilize only once when ordering the Courier Service and Goods Receipt Support Services, which constitutes a one-time and non-repeatable contractual offer.

6.3. Service Fee

6.3.1. The Customer is obligated to pay a service fee to the Provider for the provision of the Service.

6.3.2. The Provider shall issue an electronic invoice for the Service fee in accordance with statutory requirements, which it will make available and accessible to the Customer through the provided interface no later than: 1) in the case of a monthly Billing Period, by the 10th day of the given month; 2) in the case of an annual Billing Period, by the 10th day of the first month of the Billing Period.

6.3.3. The Provider deducts the Service fee per Billing Period (monthly/annual) in advance through recurring internet transactions based on the data provided by the Customer and the recorded credit card information. Following a successful transaction, the Provider issues and sends an invoice complying with statutory requirements to the Customer. If on the Billing Date the Provider is unable to collect the Service fee for any reason, it will attempt to charge the Customer's credit card again daily for three days. If the Provider still cannot successfully charge the Service fee to the Customer's credit card, the Provider will suspend the Service for the Customer. The suspension will last until the Customer settles the outstanding Service fee, but for no longer than two (2) months.

6.3.4. Billing of the Service fee begins either upon Go-live, which occurs when the first of the selected Courier Service Providers is ready to perform courier and forwarding services and the Service that the Customer intends to use under the given Agreement is available to the Customer for its intended use within the Delivery Gateway system, or upon confirmation of the payment obligation following the free trial period.

6.4. Payment Default, Service Suspension

6.4.1. If the Customer is in arrears with its payment obligation, the Provider is entitled to charge late payment interest at the statutory rate applicable to business-to-business transactions, as defined in Act V of 2013 on the Civil Code ("Civil Code").

6.4.2. If the Customer fails to fulfill its obligation to pay the Service fee within the prescribed time limit, the Provider is entitled to suspend the Service. During the suspension period, the Customer is not entitled to use the Service. The Customer is obligated to pay the Service fee due for the suspension period to the Provider, as the Provider continues to make the Service available to the Customer during the suspension period. In the event of a Service suspension pursuant to this provision, the Customer shall bear any resulting damage (including but not limited to lost profits) and costs, and may not bring any claim for damages or reimbursement against the Provider arising therefrom.

6.4.3. In the case of a Monthly Billing Period, if the Customer falls into arrears with its obligation to pay the Service fee, the Provider suspends the provision of the Service starting from the first Billing Date following the day of default. In such a case, the suspension lasts until the last day of the calendar month corresponding to the starting day of the suspension. If the Customer does not fulfill its payment obligation during the suspension period, upon expiration of the suspension period the Provider is entitled to terminate the Agreement with immediate effect. In such a case, in the event of termination with immediate effect, the Provider is not obligated to send the Customer the prior notice required by Section 10.2.3. and may terminate the Agreement with immediate effect.

6.4.4. In the case of an Annual Billing Period, if the Customer falls into arrears with its obligation to pay the Service fee, the Provider suspends the provision of the Service starting from the first day of the calendar month following the Billing Date of the Billing Period. In cases pursuant to this provision, the suspension lasts until the last day of the calendar month corresponding to the starting day of the suspension. If the Customer does not fulfill its payment obligation during the suspension period, upon expiration of the suspension period the Provider is entitled to terminate the Agreement with immediate effect. In cases pursuant to this provision, in the event of termination with immediate effect, the Provider is not obligated to send the Customer the prior notice required by Section 10.2.3. and may terminate the Agreement with immediate effect. In the case of termination with immediate effect pursuant to this provision, the Provider issues a credit note for the Service fee already invoiced for the entire Billing Period, while simultaneously issuing a new invoice to the Customer for the total amount of one month's Service fee plus the Service fee for the month affected by the suspension. The Customer is obligated to fulfill its obligation to pay the Service fee within 8 (eight) calendar days following the issuance of the invoice by bank transfer or by credit card payment available by clicking on the payment link contained in the invoice.

6.5. Service Reactivation

6.5.1. In the event of Service suspension, the Provider shall restore the Service if the Customer 1) requests the restoration of the Service via email to the Provider, and 2) pays the Service fee for which it was previously in arrears, and 3) if on a Monthly Billing Period, pays the Service fee for the month affected by the suspension; in the case of an Annual Billing Period, pays the amount pursuant to Section 6.5.3. to the Provider.

6.5.2. The Customer is obligated to fulfill all of its obligations under Section 6.5.1. subsections a) - c) no later than the expiration of the suspension period under Section 6.4.3. or 6.4.4. The Customer is obligated to notify the Provider of its request for restoration of the suspended Service in an electronic communication.

6.5.3. The Provider shall issue an electronic invoice in accordance with legal requirements for the amounts pursuant to Section 6.5.1., which it shall deliver by email to the contact email address provided by the Customer at the time of entering into the Agreement within five (5) business days following the notification of the restoration request.

6.5.4. The Provider shall restore the Service within three (3) business days from the crediting of the combined amount of overdue and due Service fees to the Provider's bank account, with simultaneous notification of the Customer.

6.5.5. In the case of an Annual Billing Period, if the Provider performs the reactivation, the Billing Date of the Billing Period shall be modified to the first day of the calendar month following the suspension.

6.6. Settlement upon Termination of the Agreement

6.6.1. Service fees already paid shall not be refunded to the Customer upon termination of the Agreement. The Customer shall be entitled to use the Service in proportion to the service fees paid upon termination of the Agreement.

7. DISCOUNTS

7.1. Annual Payment Discount

7.1.1. If the Customer chooses annual payment instead of a monthly Billing Period at the time of contract conclusion, or, if already under an effective Agreement, switches to an annual payment schedule, the Customer shall receive a discount.

7.1.2. In this case, the monthly fees are paid in advance for one year (12 months) in a single lump sum, and the Provider publishes the exact discounted monthly fee for the applicable Service Package on its website. Changing the Billing Period does not affect the other terms of the Service Package.

7.1.3. Upgrading to a higher Service Package during an annual Billing Period is possible under the conditions set forth in section 6.1.2, from the first day of the month following the request, upon payment of the differential invoice calculated until the end of the given annual Billing Period. (Naturally, the annual payment discount is also taken into account when calculating the differential.)

7.1.4. When choosing a Monthly or Annual Billing Period, switching to a lower Service Package is only possible on the Billing Date of the Billing Period.

7.1.5. The annual payment discount may be combined with any other discount described below.

7.2. Other Periodic Discounts

7.2.1. The current terms of our periodic discounts shall be published through our communication channels.

7.3. Other Provisions Regarding the Use of Discounts

7.3.1. Discounts, with the exception of the annual payment discount regulated in section 7.1.1, cannot be combined, and in every case the discount with the highest amount at the time of entering into the Agreement shall be applied.

7.3.2. If the Customer is entitled to a discount, the Customer is obligated to notify the Provider in advance. The Provider is entitled to verify whether the Customer is indeed entitled to the discount. If the Customer later realizes it was entitled to a discount while using the Service but failed to notify the Provider, the Customer shall not be entitled to retroactive application of the discount or subsequent crediting of the discount amount. The Customer may utilize any potential discount only prospectively.

8. LIABILITY

8.1. The Customer accepts that Delivery Gateway is merely an auxiliary tool for the utilization of Courier Services and for their use on the IT System; however, Delivery Gateway in itself does not ensure the continuous, uninterrupted, and error-free operation of the Courier Services.

8.2. In consideration of the fact that the Provider does not enter into a legal relationship with the Shoppers of the IT System or with the Courier Service Providers, the Customer alone shall be obligated to assume liability in the event of any legal action by such persons.

8.3. The Provider is not liable for damages arising from the defective operation of the IT System, including defective operation arising from data transmission between the IT System and Delivery Gateway for any reason (e.g., interface malfunction, data transmission error).

8.4. In connection with the performance of the Agreement, the Provider shall not be liable for damages, except for liability for damages caused intentionally or for damages for injury to life, body, or health.

8.5. The Parties declare that the fees under the Agreement have been established in consideration of the above liability limitation provisions.

8.6. By signing this Agreement, the Customer expressly waives its right to assert any claim for damages that may arise in connection with the Provider's activities against any executive officer of the Provider.

8.7. By signing this Agreement, the Customer accepts that it will use the Delivery Gateway system and services in good faith, in accordance with the technical documentation referenced in Section 4.1.1 of these GTC and the provisions contained in these GTC. The Customer further acknowledges that it is not the sole user of the system and that any improper activity on its part may affect other users of the system.

8.8. In the event of the Customer's failure to comply with the provisions set forth in Section 8.1.7, the Provider assumes no liability for defective operation resulting from the Customer's breach of contract, and the Customer shall bear any damages (particularly lost financial benefits), costs, and expenses arising therefrom and may not assert any claim for damages against the Provider in this regard.

8.9. In accordance with the foregoing, the Provider further reserves the right to temporarily or permanently ban the Customer or any of its Shoppers from using Delivery Gateway—wholly or partially through technical means, with immediate effect and without prior notice—if the Provider observes any erroneous or unauthorized activity by the Customer that endangers other users or the general operational, data, or IT security of the system. Simultaneously with the technical ban, the Provider shall send an email message to the Customer contact email address specified in the Agreement. The technical ban may be lifted only after the parties' contact persons have consulted during business hours regarding the improper usage and the Customer has ceased the objectionable activity. Any operational outage due to such ban shall not count toward the maximum availability time undertaken in Section 4.4.2. The Customer shall bear any damages (particularly lost financial benefits), costs, and expenses incurred by the Customer as a result of the ban, and may not assert any claim for damages against the Provider in this regard.

8.10. In the event that the Customer wishes to use the Service with respect to a Courier Service Provider that provides services not to the Customer but to a third party, it shall be the Customer's exclusive task and responsibility to obtain all necessary agreements and consents (from both the relevant third party and the Courier Service Provider) in order to use the Service with respect to such Courier Service Provider. If the Customer uses the Service with respect to such Courier Service Provider in the absence of the necessary agreement or consent, and as a result the relevant Courier Service Provider or third party asserts any claim against the Provider or the Customer, the Customer shall be obligated to bear, without limitation, all damages, costs, and other expenses arising therefrom.

9. AMENDMENT OF THE GTC

9.1. Either Party is entitled to change its contact details—including the names of persons to be notified—by providing the other Party with at least eight (8) calendar days' advance notice. Such notice must be provided by the person authorized to give notice (prior to the change) or by the person authorized to sign the Agreement on behalf of the Party.

9.2. The Provider is entitled to unilaterally amend this GTC by sending notification of the amendment via email to the Customer's notification address specified in the Agreement at least 30 calendar days before the amendment takes effect. The Customer may only use the Service in accordance with the GTC in effect at any given time. The Customer has no option to use the Service under the provisions of any GTC version that was in effect prior to the current amendment. If the Customer does not accept the GTC amendment, it is entitled to terminate the Agreement without cause before the GTC amendment takes effect. If the Customer does not terminate the Agreement by the effective date of the amendment, the amendment will be deemed accepted by the Customer, even without an express declaration to that effect.

9.3. In the event that the person authorized to sign the Agreement changes, the other Party is entitled to request a copy of the document verifying the change in authority (e.g., specimen signature, signature sample, court order, or corporate resolution) from the Party affected by the change and, in justified cases, to inspect the original document.

10. TERM OF THE AGREEMENT

10.1. Entry into Force of the Agreement

10.1.1. The effective date of the Agreement: 1) in the case of electronic contract formation: the day on which the Customer expressly accepts the provisions of these GTC as made available by the Provider. 2) in the case of paper-based contract formation: the day on which the Individual Agreement is signed.

10.1.2. In the case of electronic contract formation, the main steps are as follows. The Provider has the unilateral right to determine and apply other details of the contract formation process, a condition the Customer expressly accepts and acknowledges. Should the Customer have any questions prior to or during contract formation, or wish to request the Provider's active assistance in the contract formation process, the Customer may indicate such request at the email address support@deliverygateway.io.

10.1.2.a) During pre-registration, the Customer shall provide their email address and may access the provisions of the Privacy Policy by clicking on the link to it, which they are obligated to read and understand before proceeding. The Customer may optionally subscribe to the Provider's newsletter by ticking the appropriate checkbox.

10.1.2.b) If the Customer has read the provisions of the Privacy Policy, finds its contents acceptable, and has no further questions, the Customer shall declare by ticking the appropriate checkbox that they have read and understood the Privacy Policy.

10.1.2.c) Subsequently, the Customer confirms the accuracy of the provided email address and their pre-registration by entering confirmation code sent to the provided email address.

10.1.2.d) After successful pre-registration, the Customer shall provide the mandatory company and contact information: company name, tax number, registered office, contact person's surname, contact person's first name, and optionally the webshop link through which they wish to utilize the Service.

10.1.2.e) The Customer may verify and correct the provided data. The Customer shall be solely responsible for any damages and costs arising from data entry errors, typographical errors, or incorrect data.

10.1.2.f) The Customer selects the Service Package they wish to utilize. If the Customer has read the provisions of the GTC, finds them acceptable, and has no further questions, they shall accept the GTC and commit to complying with its provisions by ticking the appropriate checkboxes. The Customer then orders the selected Service Package, which, following the free trial period, creates a payment obligation for the Customer, which they must confirm.

10.1.2.g) Following the selection of the Service Package and acceptance of the GTC, the Customer shall set their password on the admin interface and configure the initial settings, providing the additional mandatory address data required for launching the Service (sender's name, email address, phone number; sender's precise address (country, county, city, postal code, street, house number)). The free trial period may commence following this step of concluding the Agreement.

10.1.2.h) The Provider notifies the Customer of the successful contract formation. The email message contains the present GTC and the provisions of the Agreement as PDF attachments. The Customer is obligated to read the Agreement contained in the attachment and interpret its provisions. If any provision of the Agreement or the GTC is unclear, ambiguous, or unacceptable to the Customer, the Customer must report this to the Provider using one of the specified contact methods. The Customer is also obligated to verify their data recorded in the Agreement. The Customer is obligated to initiate the correction of erroneous or incorrect data with the Provider; data entry errors cannot be corrected after clicking the link.

10.1.2.i) The Agreement concluded as described above shall be deemed a written agreement, which is recorded by the Provider's system, and to which the Customer may freely access at any time as an attachment to the email message. Electronic contract formation may be conducted in English or Hungarian.

10.2. Termination of the Agreement

10.2.1. The Parties enter into the Agreement for an indefinite period.

10.2.2. Either Party may terminate the Agreement, effective on the Billing Date, without cause by a duly signed termination letter. The Customer's termination notice must be received by the Provider no later than the 5th business day preceding the Billing Date. If the Customer misses this deadline, the termination will take effect on the second Billing Date following the Provider's receipt of the termination notice. In case of termination pursuant to this paragraph, the Agreement shall terminate on the Billing Date, until which time the Provider shall provide the Service and the Customer shall be obligated to pay the service fee according to the Agreement.

10.2.3. The Parties are obligated to provide written notice to the other Party to cease and remedy any potential breach of contract as soon as possible. If the breaching Party fails to remedy the breach within the time limit stipulated in the notice, the non-breaching Party is entitled to terminate the Agreement with immediate effect.

10.2.4. The termination of the Agreement shall not affect payment obligations that have already arisen under the Agreement. Upon termination of the Agreement, the Parties shall settle all outstanding accounts without delay, and the Customer must immediately cease using the Delivery Gateway logo and name, which are protected by copyright under these GTC.

11. CONFIDENTIALITY AND NON-DISCLOSURE OBLIGATIONS

11.1. For the purposes of this provision, the term Confidential Information shall mean any information or data—including know-how, intellectual property, documents, ideas, principles, concepts, procedures, operating methods, drawings, business plans, and financial and marketing information, regardless of the form in which it is presented—that one Party (hereinafter, the "transmitting Party") transmits to the other Party (hereinafter, the "receiving Party") during activities performed in connection with the performance of the Agreement, or which comes to the knowledge of the receiving Party in connection with such performance. Information that the transmitting Party has expressly classified as "public" shall not constitute Confidential Information. The fact of the Parties' cooperation shall not constitute Confidential Information. The existence of the Agreement and all of its provisions and appendices shall constitute Confidential Information.

11.2. All Confidential Information shall be treated confidentially and protected as a business secret. The receiving Party may only disclose Confidential Information to third parties if the transmitting Party has given prior consent thereto. The receiving Party is entitled to use Confidential Information solely in connection with the performance of the Agreement, to the extent necessary for its performance. 1) the Confidential Information was obtained through a third party who did not thereby breach any confidentiality obligation owed to the transmitting Party; 2) the Confidential Information was made public in a manner that did not violate the Agreement; 3) the receiving Party is compelled by law or by a decision of a regulatory authority or court to disclose the Confidential Information, provided that the receiving Party has given prior notice thereof to the transmitting Party.

11.3. The receiving Party undertakes that from the time the business secret is disclosed to it, it shall do the following: 1) shall not use the transmitting Party's business secret for any purpose other than the purpose specified in the Agreement; 2) shall share the transmitting Party's business secret only with persons within its own organization who require such knowledge to perform tasks related to the purpose specified above, and who are subject to the same confidentiality obligation as the receiving Party, 3) shall keep the transmitting Party's business secret confidential and protect it with at least the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable degree of care; 4) shall not make public, communicate to third parties, or disclose to third parties the transmitting Party's business secret without the prior written consent of the transmitting Party, and 5) the receiving Party shall be liable for any breach of confidentiality committed by any persons it engages for the purpose of performance.

11.4. The receiving Party shall immediately inform the transmitting Party if it becomes aware of any unauthorized possession, use, or access to the business secret, or of the existence of any materials containing such business secrets.

11.5. If any business secret of the transmitting Party becomes public or is disclosed to others in connection with the receiving Party (including direct or indirect breach of confidentiality, where the latter is committed by persons acting on its behalf) in violation of the confidentiality obligation, the receiving Party shall make all reasonable efforts to cooperate with the transmitting Party to prevent or curtail the use, distribution, sale, or any other form of transmission of such business secret. This shall not limit the other rights of the transmitting Party.

11.6. The receiving Party shall bear full liability for any breach of its obligations regarding business secrets and for any damages related thereto, if the breach or damage is attributable to or otherwise caused by the receiving Party, including breaches committed by its employees, business partners, and the receiving Party's agents or contractors.

11.7. The confidentiality and non-disclosure obligations of the Agreement shall terminate at the end of the fourth year following the termination of the Agreement for any reason. The termination of the Agreement shall not otherwise affect the validity of the confidentiality and non-disclosure obligations.

12. MISCELLANEOUS PROVISIONS

12.1. Force Majeure

12.1.1. Neither Party shall be liable for the non-performance, defective performance, or delayed performance of its obligations under the Agreement if such failure is caused by a Force Majeure Event. In the event of a Force Majeure Event, the affected Party shall notify the other Party in writing without delay. While a Force Majeure Event is in effect, the Agreement shall be suspended to the extent that performance of the Agreement is not possible due to the Force Majeure Event.

12.2. Notices and Communication

12.2.1. The Parties agree that during the performance of the Agreement they shall communicate with each other primarily by email, but written documents sent by post to the other Party's current registered office will also be considered valid declarations. Unless these GTC provide otherwise—particularly in Section 12.2.3.—the Parties may also make any legal declaration related to the performance of the Agreement by email.

12.2.2. The Provider primarily receives and responds to Customer inquiries at the following email addresses: 1) support@deliverygateway.io: business inquiries related to the Service (e.g., Agreement, Service Package modification, Service ordering), 2) support@deliverygateway.io: technical inquiries related to the Service (e.g., integration, operation, transactions, error reports).

12.2.3. The Parties hereby agree that a legal declaration regarding the termination of the Agreement, when transmitted electronically, shall be deemed valid only if it is duly executed by the sending Party with a corporate electronic signature and subsequently delivered to the other Party as a PDF attachment to an email.  

12.2.4. The Parties agree that notices sent to each other shall be deemed delivered at the following times: 1) for mail sent by post, on the date of attempted delivery if acceptance is refused by the addressee, or if it is returned from the Party's registered seat with the notation "relocated," "addressee unknown," or "delivery obstructed," 2) for mail sent by post, on the date of the second delivery attempt if the shipment is returned from the addressee's registered office with the notation "unclaimed," 3) for emails, on the first business day following the date of sending.

12.2.5. The Customer acknowledges that the Provider receives, processes, and responds to reports and questions related to the Service's operation on business days between 8:00 a.m. and 4:00 p.m.

12.2.6. The Provider does not maintain telephone customer service for reports and questions related to the Service's operation; instead, all such inquiries are received and handled electronically.

12.3. The Customer acknowledges and accepts that during the pre-registration process pursuant to Section 10.1.2. a), the Customer may simultaneously consent to the Provider sending newsletters electronically to the email address provided by the Customer. In the newsletter, the Provider sends the Customer promotional and marketing materials and commercial offers relating to the Provider's own products and services as well as those of its business partners, and furthermore informs the Customer about news, current developments, and updates affecting the Provider's operations and the Service. The Provider ensures the possibility for the Customer to unsubscribe from the newsletter at any time. The Customer may initiate unsubscription from the newsletter by clicking on the link contained in the newsletter. In the event of unsubscription from the newsletter, the Provider will no longer send newsletters to the Customer.

12.3.1. The Customer consents to the Provider designating the Customer, as well as the brands and electronic platforms where the Service is implemented, as its client on the Provider's website and in other marketing communications.

12.3.2. The Customer further consents to the Provider disclosing the following data and information in writing and orally to third parties during the submission of proposals, in procurement procedures, or in connection with presenting its relevant references, services, and clients to third parties: - the fact of contract conclusion between the Customer and the Provider, as well as identifying the Customer by its company name; - the subject matter of the Agreement between the Customer and the Provider, the date of conclusion of the Agreement; - the performance duration of the Agreement between the Customer and the Provider (the temporal scope of the Agreement, the commencement date and possible completion date of performance); - the number of legal transactions conducted using courier and freight forwarding services under the Agreement between the Customer and the Provider (indicating separately, if necessary, the number of legal transactions conducted with Delivery Gateway support)

12.3.3. The Parties agree that the data and information referred to in this provision shall not qualify as Confidential Information or trade secrets under Section 11, and the confidentiality obligation shall not extend to such data and information.

12.4. Dispute Resolution

12.4.1. The Parties declare that they shall resolve any legal disputes arising in connection with the Agreement primarily through peaceful means, by negotiation. In the event this fails, the Parties shall apply the general provisions of Act CXXX of 2016 on Civil Procedure.

12.5. Use of Subcontractors

12.5.1. The Provider is entitled to use agents or auxiliaries to provide the Service. The Provider shall be liable for the conduct of any such agent or auxiliary.

12.6. Custom Task

12.6.1. The Parties stipulate that, based on their separate agreement, the Customer may order the performance of custom IT development from the Provider (hereinafter: Custom Task). Custom Tasks may involve the development of supplementary services or other custom functions for Delivery Gateway. The Parties shall mutually and individually agree in each case on the detailed technical content of Custom Tasks, the contractor fee to be paid by the Customer and its due date, the performance deadline, and other essential conditions. In matters not otherwise regulated in the Custom Task Agreement, or in matters about which the Custom Task Agreement does not provide, the provisions set forth in Section 12.6 of these GTC shall govern.

12.6.2. The Customer acknowledges and accepts that in performing Custom Tasks, the Provider does not create the completed graphic, software, and other technical solutions for the Customer and does not transfer them to the Customer. The Provider performs Custom Tasks within and in connection with the Delivery Gateway system so that the completed developments become part of the Delivery Gateway system. The IT developments and functions thus created may be used exclusively within the Delivery Gateway system. The Customer acknowledges and accepts that if the Provider creates a work protected by copyright during the performance of Custom Tasks, all moral and economic rights to the work shall be fully vested in the Provider, and the Provider shall therefore be entitled to dispose of such works fully and without restrictions as the author and exclusive owner, and the Customer may not assert ownership claims or claims related to economic and moral rights in the copyright sense regarding the completed works. The Provider is entitled to make the supplementary services or other custom functions created as a result of Custom Tasks available to third parties using Delivery Gateway as well—free of charge or for consideration—and the Customer may not assert any claims in this regard.

12.6.3. For copyrighted works created during the performance of Custom Tasks—unless the Parties agree otherwise in the Custom Task Agreement—the Customer acquires a license to use such works through this Agreement, subject to the following restrictions: 1) the right of use is limited in time and shall accrue to the Customer exclusively during the term of this Agreement, 2) the right of use is limited in purpose, manner, and extent, meaning the Customer may exercise the right of use exclusively for achieving the purposes set forth in this Agreement and the Custom Task Agreement, in the manner and to the extent necessary for those purposes, 3) the right of use is non-exclusive, the Provider may itself use the work and may grant additional rights of use to third parties, 4) the right of use is non-transferable, and the Customer may not grant additional rights of use to third parties, 5) the Customer is not granted the right of adaptation.

12.7. Entire Agreement

12.7.1. The Agreement contains all terms of the agreement between the Parties concerning its subject matter (entire agreement clause). Unless the Agreement expressly provides otherwise, the Agreement supersedes all prior statements, offers, commitments, agreements, or arrangements between the Parties relating to the subject matter of the Agreement. Prior statements, offers, commitments, agreements, or arrangements not incorporated into the Agreement do not form part of the Agreement. The Parties expressly agree that they shall not apply Section 6:63(5) of the Civil Code to their present contractual relationship.

12.8. Appendices

The following appendices form an integral part of the Agreement:
Appendix No. 1: Service Packages,
Appendix No. 2: Data Processing Addendum
Appendix No. 3: Software License Agreement Template

By ordering the individual agreement, the Customer acknowledges that it has reviewed this document designated as general terms and conditions, in its entirety, and accepts them as part of the Agreement binding upon it.

APPENDIX 1 - SERVICE PACKAGES

Detailed information about current Service Packages and offers is available on the Provider's website.

APPENDIX 2 - DATA PROCESSING ADDENDUM

1. SUBJECT MATTER OF THE DATA PROCESSING AGREEMENT

1.1. The Parties establish that pursuant to Section 4.6.3 of the GTC, with respect to the processing of personal data made available by the Customer, the Provider qualifies as the Customer's data processor, with particular regard to the fact that the Provider provides IT connectivity between the Customer's IT System and the Courier Service Provider's IT System. The transfer of personal data occurs in an automated manner, the Provider performs activities that do not require substantive decision-making in connection with data processing, and examines personal data exclusively from an IT compliance perspective.

1.2. In accordance with the foregoing, the data processing agreement terms define the conditions for the Provider's processing of personal data made available by the Customer to the Provider.

1.3. The purpose of the data processing agreement terms is to establish the rights and obligations of the Parties, provide appropriate safeguards with respect to data protection, and ensure that the processing of personal data is conducted in accordance with the legal obligations of the Customer and the Provider.

1.4. The following provisions shall govern the Provider's data processor activities relating to personal data with respect to individual data processing operations:

Data Category:

Shopper personal data required for using the Courier Services as follows:

• shopper data: last name, first name, telephone number, email address;
• delivery data: parcel locker pickup:
  
  • parcel locker identifier;
  • home delivery: country, county, city, address details, notes; 
• package-related data: length, height, width, weight;
• price-related data: amount, currency.

Data processing activity:

data transmission to the Courier Service Provider

Data source:

• the Customer's own IT System as data controller,
• or the electronic interface provided by the Provider within the framework of the Service provided under the Agreement,
• or retrieval by the Provider (using information technology) within the framework of the Service provided by the Provider under the Agreement

Data transmission recipient:

Courier Service Provider

Deletion period:

The Customer is obligated to delete Shopper personal data on the electronic interface provided by the Provider when the given person's user authorization is terminated. The Provider shall delete Shopper personal data no later than 30 days following the termination of the Agreement.

Data category:

Processing of Shopper personal data required for data analysis prior to anonymization as follows:

• product name;
• product category (if applicable);
• product subcategory (if applicable);
• product variant;
• product quantity;
• SKU unique identification number;

Data processing activity:

processing and anonymization of personal data for the purpose of data analysis of anonymized data

Data source:

• the Customer's own IT System as data controller,
• or the electronic interface provided by the Provider within the framework of the Service provided under the Agreement,
• or retrieval by the Provider (using information technology) within the framework of the Service provided by the Provider under the Agreement

Data transmission recipient:

third party designated by the Customer

Deletion period:

The Provider deletes Shopper personal data immediately and irreversibly following anonymization.

1.5. The Provider may process personal data exclusively for the purposes specified above.

1.6. The Provider undertakes to process the personal data made available by the Customer in accordance with the data processing agreement terms and the applicable legal requirements in effect.

2. TEMPORAL SCOPE OF THE DATA PROCESSING AGREEMENT

2.1. The Parties establish that the data processing agreement is concluded for a period equal to the duration of the Agreement entered into between the Parties, and upon termination of the Agreement, the data processing agreement shall terminate automatically and without any further legal declaration.

3. ENGAGEMENT OF SUB-PROCESSORS

3.1. The Provider may engage a sub-processor only if such engagement is not prohibited by law and if the Customer has given prior specific or general authorization for the engagement of a sub-processor.

3.2. If the Provider engages a sub-processor based on the Customer's general authorization, the Provider shall inform the Customer prior to engaging the sub-processor about the identity of the sub-processor and the planned tasks to be performed by the sub-processor. If the Customer raises an objection to the engagement of the sub-processor based on this information, the Provider shall be entitled to engage the sub-processor only upon fulfillment of the conditions specified in the objection.

4. DATA TRANSFERS TO THIRD COUNTRIES

4.1. The Provider is entitled to transfer personal data to third countries outside the European Union, provided that one of the following requirements is met: 1) according to a decision of the European Commission, the level of protection in the third country to which the personal data is transferred is adequate; 2) the Provider, based on the Customer's prior consent, has entered into a binding agreement on behalf of the Customer that incorporates the European Commission's data protection provisions in effect at the relevant time regarding the transfer of personal data to third countries, when the sub-processor is located in the third country; 3) the data transfer is based on binding corporate rules in accordance with Article 47 of the GDPR.

4.2. The requirements set forth in Section 4.1. shall not apply if the transfer of personal data to a third country is prescribed by European Union or Member State law to which the Provider is subject. In such cases, the Provider must notify the Customer of this legal requirement prior to data processing, unless the sharing of such information is prohibited by law for important public interest reasons.

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1. The Parties undertake to ensure the secure and confidential handling of data with respect to their own IT Systems in accordance with the provisions set forth in Section 6, with particular regard to the heightened sensitivity of the processed data.

5.2. The Customer is entitled to verify that the processing of personal data processed by the Provider on behalf of the Customer under the data processing agreement terms is carried out in accordance with the data processing agreement terms and the instructions given by the Customer. In this regard, the Provider is obligated to make available to the Customer all information necessary to demonstrate such compliance. The Provider must also take measures that enable and contribute to the conduct of audits (including inspections) by the Customer or a third party designated by the Customer. Such third party may not be a direct competitor of the Provider and must undertake to comply with confidentiality requirements at least at the level specified in the service agreement.

5.3. The Parties stipulate that the Customer bears full responsibility toward the data subject regarding personal data processing activities. The Customer is obligated to fulfill all obligations that are incumbent upon the Customer toward the data subject under applicable law.

5.4. The Parties establish that the Customer is obligated to provide appropriate information to the data subject regarding the fact that the Provider is engaged as a data processor in connection with the provision of its services. The Customer is obligated to provide the information in accordance with applicable legal provisions, with particular regard to ensuring that data subjects can clearly and unambiguously determine which of their personal data and for what purpose are transferred to the Provider. The Customer is also obligated to identify the Provider by name in its information. The Customer undertakes to inform its Shoppers, clients, or users who qualify as data subjects regarding the processing of personal data about the Provider's data processing activities in its own Privacy Policy or in another appropriate location in accordance with applicable law.

5.5. In cases involving the exercise of data subject rights under applicable law, the Provider shall assist the Customer with appropriate technical and organizational measures to enable the Customer to fulfill its legal obligations related to the exercise of data subject rights. Accordingly, when a data subject exercises their rights regarding the processing of their personal data as provided under applicable law, including by submitting requests, seeking information, or filing complaints to the Customer or the Provider, the Customer shall be obligated in all cases to respond to the request, provide the information, and adjudicate the complaint. If the data subject contacts the Provider directly in connection with exercising their rights regarding the processing or handling of their personal data, the Provider shall be obligated to forward such request to the Customer's designated contact person within 5 days of receipt, including clear information regarding the subject matter of the request. If the Customer requests the Provider's cooperation in responding to any request, inquiry, or complaint from the data subject, the Provider shall respond to the Customer's questions within 5 days of their receipt or indicate that it does not possess sufficient information to respond to the data subject's request.

5.6. If the data subject requests the rectification, erasure, or restriction of processing of their data under applicable law, the Provider shall be obligated to forward the request received to the Customer's designated contact person within 5 days of receipt. The Customer shall be obligated to instruct the Provider to rectify, erase, or restrict the processing of the personal data within 5 days of its decision, in accordance with that decision. In the event the request for rectification, erasure, or restriction of processing is rejected, the Customer shall be obligated to inform the Provider's designated contact person of its decision.

5.7. The Parties shall transmit complaints and requests specified in this section to each other electronically by sending them to the email addresses of their designated contact persons.

5.8. The Provider may process personal data in accordance with the Customer's instructions and exclusively for the purpose specified in the data processing agreement. The Provider shall not make any substantive decisions regarding data processing, shall only process data that comes to its knowledge in accordance with the Customer's instructions, and is obligated to store and preserve data in accordance with the Customer's instructions.

5.9. If the Provider determines that an instruction from the Customer regarding the processing of personal data violates any applicable data protection regulation, it shall be obligated to notify the Customer of this immediately.

5.10. If a data breach occurs in connection with the performance of the data processing agreement and this comes to the Provider's knowledge, the Provider shall be obligated to notify the Customer of this without undue delay, but no later than within 24 hours, and to cooperate in remediating the data breach. The Provider is not authorized to report the data breach to the competent authority. In the event of a data breach, the Customer shall be obligated to fulfill its resulting legal obligations. Upon the Customer's request, the Provider shall be obligated to provide the information requested by the Customer and available to it in order for the Customer to be able to fulfill its legal obligations in connection with the data breach.

6. DATA SECURITY

6.1. The Customer and the Provider shall implement appropriate technical and organizational measures to ensure a level of data security appropriate to the risk, taking into account the state of the art and the costs of implementation, as well as the nature, scope, context, and purposes of processing and the risk of varying likelihood and severity for the rights and freedoms of natural persons, including, inter alia, as appropriate: 1) the pseudonymisation and encryption of personal data; 2) ensuring the ongoing confidentiality, integrity, availability and resilience of systems and services used for processing personal data; 3) the ability to restore access to and availability of personal data in a timely manner in the event of a physical or technical incident; 4) a procedure for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of processing.

6.2. In determining the appropriate level of security, the Parties shall expressly take into account the risks arising from data processing, in particular those arising from the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to personal data transmitted, stored or otherwise processed.

7. LIABILITY RULES

7.1. In the event that a data subject, the National Data Protection and Information Freedom Authority, or a third party seeks to enforce a claim against the Customer, and the Customer suffers damages in connection therewith, the Provider shall be obligated to compensate for such damages only if the damage occurred due to a cause attributable to the Provider.

7.2. The Parties consider a cause to be attributable to the fault of the Provider if the Provider processes personal data in a manner contrary to, or fails to comply with, the Customer's instructions or applicable data protection laws.

8. MODIFICATION, TERMINATION, AND BREACH OF THE DATA PROCESSING AGREEMENT

8.1. The Parties may modify their data processing agreement only by mutual agreement in writing.

8.2. The Parties establish that the performance of data processing activities set forth in the data processing agreement terms constitutes an inseparable part of the Agreement, and in view thereof, the data processing agreement cannot be terminated independently. The Parties are entitled to terminate only the Agreement in accordance with the provisions contained therein, and if the Agreement terminates, the data processing agreement shall simultaneously terminate therewith.

8.3. In the event that either Party materially breaches the terms of the data processing agreement and fails to remedy such breach within 15 days of receiving notice thereof, the other Party shall be entitled to terminate the data processing agreement with immediate effect, which shall simultaneously result in the termination of the Agreement.

8.4. The Parties consider it a material breach of the data processing agreement if either Party violates an obligation undertaken in the data processing agreement terms.

9. CONFIDENTIALITY

9.1. The Provider may use the personal data made available by the Customer only in the course of performing data processing activities as regulated in the data processing agreement terms.

9.2. The Provider and any employee participating in the processing of personal data shall be bound by a duty of confidentiality with respect to all personal data that comes into their possession, as well as any information classified as confidential by the Customer, and undertakes not to make any such personal data or information acquired in connection with the performance of the task accessible without the prior written consent of the Customer, and not to disclose it to third parties, except as set forth in the data processing agreement. This prohibition also extends to cases where the Provider utilizes such personal data or information that comes to its knowledge in a manner other than as set forth in the data processing agreement terms.

9.3. The Provider undertakes to ensure that any third parties engaged by it in the performance shall also act in accordance with the provisions set forth in the data processing agreement terms.

9.4. If either party becomes aware of a breach of confidentiality or has reasonable grounds to suspect a breach of confidentiality, as well as any circumstances that make it likely that the other party's interests in this regard have been harmed, it shall be obligated to immediately notify the other party, while acting in good faith and cooperating to prevent the breach of confidentiality or any related harm to interests, or to remedy the harmful situation.

9.5. The parties acknowledge that the Provider processes the personal data made available by the Customer in accordance with the provisions of applicable law and based on the data processing agreement terms. The Customer informs the Provider that it processes the personal data that comes to its knowledge during this legal relationship in accordance with applicable law.

10. MISCELLANEOUS PROVISIONS

10.1. The parties undertake to inform each other of all circumstances that affect the performance of the data processing agreement.

10.2. If any provision of the data processing agreement terms conflicts with any term of the GTC in relation to data processing activities, the Parties shall consider the data processing agreement terms to be controlling. The Parties shall consider the terms of the data processing agreement to prevail.

10.3. The Parties shall attempt to resolve all disputed issues related to the implementation of the data processing agreement out of court.

10.4. For matters not regulated by the data processing agreement terms, the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, Act CXII of 2011 on the Right of Informational Self-Determination and on Freedom of Information, and Act V of 2013 on the Civil Code shall govern.

APPENDIX 3 - SOFTWARE LICENSE AGREEMENT

(hereinafter: Agreement) which was concluded between the following parties, on the one hand

Company Name:

Registered Office:

Tax Number:

Represented by:

(hereinafter: Client)

and on the other hand

Company Name:

Registered Office:

Tax Number:

Represented by:

(hereinafter: Provider)

on the day undersigned, under the terms and conditions set forth in the currently effective Delivery Gateway General Terms and Conditions.

The annexes form an inseparable part of the Agreement:

Annex No. 1: Delivery Gateway General Terms and Conditions: https://www.deliverygateway.io/terms-and-conditions

Date of the Agreement:

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