Version: 1.2
Date: 01.04.2023
PLEASE READ THESE TERMS AND CONDITIONS (“TERMS”) CAREFULLY. BY ACCESSING OR USING THIS SITE (AS DEFINED IN CLAUSE 1.1 BELOW) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE SITE, CLICKING ON THE “I ACCEPT” (OR SIMILAR) BUTTON, COMPLETING THE REGISTRATION PROCESS (AS DESCRIBED IN CLAUSE 3.1 BELOW), OR TICKING A BOX TO CONFIRM THAT YOU HAVE READ AND ACCEPT THESE TERMS AND/OR BROWSING THE SITE YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. [BY USING THE PLATFORM, YOU AGREE THAT WE MAY CHANGE, ALTER, OR MODIFY THE SETTINGS OR CONFIGURATIONS ON YOUR DEVICE OR COMPUTER USED TO ACCESS THE PLATFORM IN ORDER TO ALLOW FOR US TO OPTIMIZE YOUR USE OF THE PLATFORM.]

IF YOU DO NOT AGREE TO THESE TERMS OF USE THEN YOU ARE NOT AUTHORISED TO CONTINUE USE OF THE PLATFORM (AS DEFINED IN CLAUSE 1.1 BELOW). 

YOUR USE OF THE PLATFORM AND THE PROVISION OF THE SERVICES (AS DEFINED IN CLAUSE 2.1 BELOW) WILL BE SUBJECT TO ADDITIONAL TERMS (“SUPPLEMENTAL TERMS”) AND SUCH SUPPLEMENTAL TERMS WILL BE PRESENTED TO YOU FOR YOUR ACCEPTANCE WHEN YOU REGISTER FOR AN ACCOUNT (AS DEFINED IN CLAUSE 3.1 BELOW). PLEASE READ THOSE SUPPLEMENTAL TERMS CAREFULLY BEFORE YOU REGISTER FOR AN ACCOUNT.

THESE TERMS INCLUDE (1) YOUR AGREEMENT THAT WE MAKE NO REPRESENTATION OR WARRANTY REGARDING THE PLATFORM AND THAT THE PLATFORM IS PROVIDED “AS IS” AND WITHOUT WARRANTY (CLAUSES 4 AND 13); (2) LIMITATIONS ON OUR LIABILITY (INCLUDING BUT NOT LIMITED TO EXCLUSION OF OUR LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW FOR INDIRECT AND CONSEQUENTIAL DAMAGES AND YOUR CONSENT TO RELEASE US FROM LIABILITY BASED ON CLAIMS BETWEEN USERS (CLAUSE 14); (4) BINDING ARBITRATION WHICH MAY AFFECT YOUR RIGHTS (CLAUSES 16 TO 17); AND (5) THE REQUIREMENT TO USE ENGLISH LANGUAGE THROUGHOUT THE ARBITRATION AND ANY NOTICES AND COMMUNICATION IN CONNECTION WITH THESE TERMS.

1.1         KÖR Innovatív Zrt. registered with the Company Registration Court of the Budapest Suburban High Court with company registration number 13-10-042118 and registered address at B. ép. 6., Gödöllői út, 2600, Vác, Hungary and with VAT registration number HU28821805 (“Company”, “we”, “us” or “our”) owns and operates this website (https://www.kor-group.com/ ) (”Site”) and the online vendor portal which enables providers of laboratory and engineering services to, subject to these Terms, offer their services to us (such portal and the Site together, the “Platform”). 

1.2         The Platform enables you to post your Listings. The Platform also enables us to search and select from among Listings and to make Booking Requests where we think a Listing matches our sourcing needs. 

1.3         Your use of the Platform will be governed by these Terms and any other terms and conditions and documents referred to in these Terms, which will form a legal contract between us and you. The terms “you” or “your”, when used in these Terms, refer to you as a user of the Platform. You and we are each a “Party” to these Terms and together are referred to as the “Parties”.

1.4         By browsing or using this Site and/or by registering for an Account to use the Platform, you are agreeing to be legally bound by these Terms and our privacy policy, available on the Platform (“Privacy Policy”). as a master agreement.

1.5         If you would like to contact us for any reason, please use the following details: email: support@kor-group.com 

1.6         Your use of the Platform will be subject to the most recent version of the Terms and the Supplemental Terms (as defined in Clause 2.1 below) available on the Platform.

1.7         We reserve the right to revise the Terms or any of the Supplemental Terms at any time. If we revise these Terms or the Supplemental Terms we will (i) post the revised Terms or Supplemental Terms (as the case may be) on the Platform and update the “Last Updated” date below and in the Supplemental Terms (as the case may be), and (ii) if you are a User, we will email you at the last email address you provided to us pursuant to these Terms and thereby give you at least one months’ written notice of any changes to these Terms or the Supplemental Terms (as the case may be) before they take effect. You will be required to scroll-through and accept the revised Terms or the revised Supplemental Terms (as the case may be) in order to continue to access or use the Platform. If you do not accept the revised Terms or the revised Supplemental Terms (as the case may be), your Account will be terminated.

1.8         These Terms were last updated on the date appearing at the beginning of these Terms.

2.1         When the following words with capital letters are used in these Terms, this is what they will mean:

“Account” has the meaning set out in Clause 3.1;

“Agreement” means an agreement entered into between a User and us through the Platform for the use of the Platform and the provision of the Services;

“Applicable Law” means all applicable statutes, legislation, directives, statutory instruments, laws, and regulations, (including the treaties and all other legal instruments of the European Union), as well as all industry codes, rules, and licenses which apply, govern or effect the Parties’ obligations under these Terms or an Agreement;

“Authorised User” means an individual who a User authorizes to act for the purposes of these Terms on its behalf and to use the Account of that User; 

“Basic Account” means: (i) an Account specified as such in our then-current Plan offering you the basic features of the Platform; or (ii) an Account if no other type of Account and/or Plan is offered; 

“Booking Request” means a request by the Company for an offer for the Provision of the Services in a Listing by completing the booking form on the Platform;

“Business Day” any day other than a Saturday, Sunday, bank or public holiday, when banks are open for business in Hungary; 

“Business Secret and Know How Act” the Hungarian Act LIV of 2018 on the protection of business secret (2018. évi LIV. törvény az üzleti titok védelméről);

“Code" means the Hungarian Act V of 2013 on the Civil Code (2013. évi V. törvény a Polgári Törvénykönyvről);

“Company Indemnified Parties" has the meaning set out in Clause 15.1;

“Confidential Information" means all information in any form relating to a person (other than any information disclosed by such person which is explicitly marked as non-confidential or public), save to the extent that such information:

(i) is already in the public domain in the relevant area of application at the time of disclosure; or

(ii) enters the public domain in the relevant area of application other than by a breach of any obligation of confidentiality;[ or

(iii) was developed by the recipient independently (other than any derivative of any confidential information as aforesaid)].

Without limiting the foregoing, such confidential information shall include:

(i) Trade Secrets and other business secrets and know-how and any other intellectual property (including any know-how (including Protected Know-how) whose one or more elements (but not as a whole) is in the public domain);

(ii) all documentation, materials, drawings, data and articles provided through or in connection with the Platform or in the course of the initiation, conclusion and performance of a contract (including an Agreement);

(iii) ideas, concepts, plans, solutions, specifications, technical information, including technology plans, standards of technology, records of research and development, technology reports, inspection reports, experimental data, experimental outcomes, computer software, databases, blueprints, samples, models, operation manuals, technology files and relevant correspondence;

(iv) operational information, including list of providers (including Users), list of sales merchants and customers, business and marketing strategies, sales schedules, costs, prices, marketing data and procurement data;

(v) financial information, including documents of banking accounts, reckonings, bills, financial statements, accounting books, accounting certificates, credit certificates, taxation certificates, financial reports, budget statements, balance conditions, credit conditions, audit reports and financial documents;

(vi) business, operational, technical or other processes, methods or developments;

(vii) physical or IT access information (login names and passwords);

(viii) information relating to business opportunities, commercial partners, contractual arrangements, research and development activities, key employees and personnel;

(ix) any information derived (whether by conclusion or otherwise) from any of the foregoing;

“Content" means text, graphics, images, software, audio, video, information or other material or content uploaded to, displayed on or exchanged through the Platform, whether by posting, uploading, publishing, messaging, submitting, transmitting or otherwise;

“Free Account” means an Account a User opens during the Introductory Period in accordance with Clause 6.1;

“Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, all other rights in the nature of copyright, utility models, trademarks and service marks, business names and domain names, rights in get-up and trade dress, prototypes, techniques, drawings, patterns, techniques, computer programs, source codes, goodwill, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how (including Protected Know-how) and business secrets (including Trade Secrets)), and all other intellectual property rights, in each case whether registered, unregistered or the subject of a pending application and all applications and rights to apply for and be granted, renewals, revivals, reversions, divisions or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist now, or may subsist in the future, in any part of the world;

“Introductory Period” has the meaning given to it in Clause 6.1;

“Laboratory Services" means the laboratory services being offered, wholly or partly, by a User for Provision in an Offer (including the making available of a laboratory or laboratory equipment);

“Launch Date” means [datum amikor a platform élesbe megy] 2021;

“Listing" means the description of Services uploaded by a User specifying the Services such User is prepared to Provide;

“Offer" means an offer made by a User for the Provision of the Services specified in a Booking Request;

“Plan” means a subscription plan that you have signed up for with us;

“Privacy Policy" has the meaning set out in Clause 1.3;

“Provide/Provision" means the making available of Services by a User to the Company (whether for use by and benefit of the Company itself or for use by and benefit of a customer of the Company) via the Platform for time-limited use in the booked hours or expected date of completion;

“Protected Know-how” has the meaning given to it in paragraph (2) of section 1 of the Business Secret and Know-How Act;

“Services" means Laboratory Services and/or Technical Services (as applicable) made available by Users under an Agreement;

“Technical Services" means engineering, scientific or technological services, either standard or customized, being offered by a User in an Offer; 

“Trade Secret” has the meaning given to it in paragraph (1) of section 1 of the Business Secret and Know-How Act;

“User” means a user of the Platform who has completed an Account registration; 

“User Content" has the meaning set out in Clause 8.1.

2.2         In these Terms:

2.2.1        A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.2.2        A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision.

2.2.3        A reference to “writing” or “written” includes notification via the functionality provided on the Platform and, in the case of the Company only, email.

2.2.4        Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and does not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.2.5        References to Clauses are to the clauses of these Terms.

2.2.6        As regards terms for which anywhere in these Terms a Hungarian term has been inserted in brackets and/or italics, such Hungarian term alone (and not the English term to which it relates) shall be authoritative for the interpretation of the respective provision.

3.1         To access and use certain features of the Platform, you will need to register for an account ("Account"). To register for an Account, you must be a legal entity or a sole proprietor in the science or technology sectors (for example a company, university, or a public body) acting in the course of business. The Company reserves the right to make registration subject to further conditions or requirements, for example meeting specific eligibility criteria or completing a verification process, and such conditions and requirements may be different if you are based outside the European Union or if you are a public authority or a public body.

3.2         To register for an Account, you will be required to complete an Account registration form, which includes the following information: company or trade name, registered seat, contact person, email address, telephone number, registration number, registrar, tax identification number, bank account number in IBAN format and any other information listed in the registration form. The Account registration form must be completed by a duly authorized representative and, if requested by the Company, proof of such authority to sign must be provided without delay. You agree that you will provide accurate, current, and complete information about yourself and that you will provide any further information reasonably required by the Company as part of the Account registration process. You agree that you will update any information you have provided to us in the event of any change within 5 Business Days of such change.

3.3         The Company may reject any Account registration at its sole discretion and without giving reasons.

3.4         On completion of your Account registration, the Company will send you a notification (“Registration Confirmation”) and provide you with an Account (which will either be the main account or a sub-account as applicable). The registration will create a master agreement between you and us and you will be deemed a User for the purpose of these Terms. Your use of the Platform and your rights and obligations under the Agreements to which you are a party will additionally be subject to the Supplemental Terms. The Supplemental Terms form an integral part of these Terms. In the event of any inconsistency or conflict between these Terms and the Supplemental Terms, the Supplemental Terms prevail.

3.5         If you have entered into a separate agreement (”Separate Agreement”) with the Company (whether via the Platform or otherwise) for the provision of any services (including services which are identical or similar to the Services), the terms of the Separate Agreement shall govern your use of those services and your relationship with the Company. 

3.6         You may add up to 10 Authorised Users (“your Authorised Users”) to your Account. We may in our discretion offer to you Plans which allow you to add more than 10 Authorised Users to your Account by such numbers as will be specified in accordance with those Plans. On Registration, you will be required to give the name, position, and business email address of each of your Authorised Users. Each Authorised User’s access to your Account will be subject to their consent to the Privacy Policy. Each Authorised User will be provided with an individual username and password (together, the “Authorised User Login Credentials”). 

3.7         Your Account is not transferable. You agree not to share your Account password and procure that none of your Authorised Users shares their Authorised User Login Credentials with any third party and to keep your Account and your Account password and procure that each of your Authorised Users keeps their Authorised User Login Credentials confidential and secure. You are fully responsible for all activities that occur under your Account, including the conduct and all actions of and all communications by your Authorised Users. You agree that you will monitor your Account to restrict use by minors or any other unauthorized person. You must promptly notify us of any actual or suspected unauthorized use of your Account or any other breach of security or if you have reason to believe your Account or Account password has been compromised in any way. You shall be liable for any unauthorized use of your Account. You agree that you will exit and procure that each of your Authorised Users exists from your Account at the end of each session. The Company reserves the right to remove or reclaim any username at any time and for any reason, such as claims by a third party that a username violates that third party’s rights. You agree not to create an Account or use the Platform if you have been previously removed by the Company or if you have been previously banned from the Platform or any Content (other than Your Content).

3.8         If you provide any information that is untrue, inaccurate, not current or incomplete or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to (i) suspend or terminate your Account and refuse any and all current or future use of the Platform (or any portion of it) or any Content (other than your Content); and (ii) terminate these Terms between you and us. Termination of these Terms under this Clause shall have no effect on Agreements between you and us which will continue to be in full force and effect. 

4.1         WE DO NOT GUARANTEE (I) THE CONTINUOUS AND UNINTERRUPTED AVAILABILITY AND ACCESSIBILITY OF THE PLATFORM, (II) THAT THE PLATFORM WILL BE SECURE OR FREE FROM BUGS AND VIRUSES, AND/OR (III) THAT THE PLATFORM WILL BE FREE FROM ERRORS AND OMISSIONS. We may restrict the availability of the Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures.

4.2         We will, at any time, be entitled to modify the Platform without notice to you, including by making new services and functionality available to Users or by removing or suspending existing services and functionality.

4.3         We may also make premium services and functionality (“Premium Services”) available to you. Your use of Premium Services will be subject to additional terms (“Premium Terms”) which will be notified to you in writing. Premium Services may be made available to you on a standalone basis or subject to you subscribing for a particular Plan.

4.4         We may charge additional fees for Premium Services as described in the Premium Terms.

5.1         You must not use (nor advocate, encourage or assist any third party to use) the Platform to find or transact, interact or otherwise deal with another User with the intention of entering into an arrangement to use or Provide the Services in such a way as to be independent of the Platform. In such cases, Company is entitled to: (i) immediately terminate your Account and the these Terms between you and us; and (ii) (without limiting any other rights or remedies we may have under these Terms, the Supplemental Terms, an Agreement or Applicable Law) claim compensation, liquidated damages and penalty in an amount equal to 50% of the value of the Services used or Provided in breach of this Clause 5.1.

5.2         You must not misuse the Platform by knowingly introducing viruses or any other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Platform will cease immediately.

5.3         You must not engage in any activity which may disrupt the smooth operation of the Platform. 

5.4         You must inform us of any illegal or otherwise abusive use of the Platform.

6.1         Free Accounts

6.1.1               The free services that are currently available in the LABS system (basic services) are part of the “Standard User” plan, which is free of charge. The system operator will charge no fees for the use of this plan. The plan contains basic services only. 

6.1.2               We reserve the right to introduce and recommend “Premium User” plans to users, which will be priced depending on the contents and term of the plan.

6.2         After the end of the Introductory Period, we may request payment from and charge fees for our services to you depending on the Plan you have subscribed for.

6.3         After the end of the Introductory Period, we may in our discretion offer different Plans with varying features and services and varying numbers of Users who can be added to your Account for different subscription fees. We may also make available to you additional services (“Additional Services”) you can add to your Plan for extra fees in addition to the subscription fee of your Plan. We will notify you via the Platform when we launch new Plans or Additional Services. We may in our discretion allow you to upgrade or downgrade your Plan for an administration fee which will be set in our then current pricing list.

6.4         Users have the right to switch between plans as per the specific terms and conditions of the plans. By default, upgrading to a higher service plan is not limited, but downgrading to a lower service plan is possible in specified intervals only (e.g. anniversary, cancellation expiration).

6.5         Potential fees and costs as well as the payment terms are specified in the pricing of plans. 

6.6         We reserve the right to change fees and charges (including subscription fees). If we do this, we will give you thirty (30) days notice from us. Any prepaid subscription or service will not be affected by this notice until the expiration of the pre-paid term of the subscription or service. Such notice may be provided at any time by posting the changes to the Site or the Platform

6.7         All fees will be exclusive of VAT (if applicable), with VAT added if appropriate at the prevailing rate at the invoicing stage.

6.8         You agree and accept that our invoices will be in electronic format only and you will not be provided with printed invoices.

7.1         These Terms and the Supplemental Terms and all other terms referred to in these Terms shall be effective for the duration of your use of the Platform.

7.2         We may terminate your Account and these Terms between you and us at any time in our sole discretion by giving you 30 days prior notice via the Platform or by email.

7.3         We may immediately terminate your Account with us and these Terms between you and us if you have materially breached these Terms and/or Applicable Law or as provided elsewhere in these Terms or the Supplemental Terms. On termination of your Account and these Terms under this Clause, all pending and confirmed Agreements may be terminated or canceled (as the case may be) as provided and subject to the Supplemental Terms.

7.4         We may immediately suspend your access to the Platform (either permanently or temporarily), if you have breached these Terms and/or Applicable Law.

7.5         You may terminate your Account with us and these Terms between you and us at any time by giving us 30 days prior notice via the Platform or by email. Please email us with the instruction to terminate your Account. On termination of your Account and these Terms between you and us under this Clause shall have no effect on pending and confirmed Agreements which will continue to be in full force and effect unless provided otherwise in the Supplemental Terms.

7.6         Notwithstanding anything to the contrary in Clause 11 below, the Company is entitled, except to the extent prohibited by Applicable Law, to disclose any information or materials, including your User Content, in the Company’s possession in connection with your use of the Platform, to:

7.6.1        comply with Applicable Laws, legal processes or governmental request;

7.6.2        enforce these Terms, the Supplemental Terms or an Agreement;

7.6.3        respond to any claims that your User Content violates the rights of third parties;

7.6.4        respond to your requests for customer service; or

7.6.5        protect the rights, property or personal safety of the Company, its Users or the public, and all enforcement or other government officials, as the Company in its sole discretion believes to be necessary or appropriate.

8.1         We may in our sole discretion enable Users to, subject to the provisions of these Terms, create, upload, and post Content on the Platform (“User Content”). Users (including you), and not the Company, are entirely responsible for all Content that you create, upload, post, email, transmit or otherwise make available (“Make Available”) through the Platform.

8.2         By Making Available any User Content on or through the Platform, you grant us a limited, non-exclusive, royalty-free, worldwide, irrevocable, sub-licensable and transferable licence to use, adapt or create derivative work of such User Content in the Company’s provision, development and enhancement of the Platform and associated services.

8.3         By registering for an Account you grant us the right to refer to you as client of the Company for the purpose of advertising and promotion, unless other otherwise agreed between you and us. You hereby grant the Company a limited, non-exclusive, royalty-free, worldwide, sub-licensable and transferable, revocable license to use your name and trade mark on the Platform for the purpose of providing a Listing and on the Site and in advertising and marketing materials. Such licence shall automatically terminate in the event that these Terms are terminated in accordance with Clause 7.

8.4         You acknowledge and agree that any User Content that you Make Available on the Platform can be seen by Users and by unregistered users of the Platform. Granting any other Users, users or other third parties access to your Confidential Information through the Platform, for example through communications with other Users, users or third parties, is at your own risk.

8.5         You must not Make Available any Content that violates or circumvent any right of the Company or any third party (including any other User) or otherwise objectionable. You shall bear all legal consequences and liabilities arising in relation to such User Content. If you are in breach of this clause we will have the right to immediately suspend your access to the Platform (either permanently or temporarily) or immediately terminate (i) your Account with us and these Terms between you and us; and (ii) at our sole discretion, any Agreement between you and us. 

8.6         Unless otherwise agreed with the Company by way of a separate agreement, you are not authorised to post Content on the Platform which contains advertisements, contacts or links to external websites or resources or which solicits any other user or User to enter into a business contract or transaction outside of the Platform. You may enter into a separate agreement with the Company in order to place paid advertisements on the Platform. In the case of unauthorised advertisements, we are entitled to delete such items without notice and/or suspend your Account or terminate your Account and these Terms between you and us.

8.7         We do not undertake checks on User Content to determine its quality, suitability, accuracy, timeliness or completeness. However the Company retains the right (without assuming an obligation) to determine the appearance, design, functionality and all other aspects of the Platform and the Content,including the right to re-design or modify the appearance, design, functionality and other aspects of the Platform and any element, aspect, portion or feature thereof (including the Content) from time to time[, provided that the Company will not alter or amend User Content without the prior written consent of the User].

8.8         We reserve the right, without prior notice, to edit, suspend or remove any User Content or Listing that we find to be in breach of these Terms or Applicable Law or which may otherwise be harmful or objectionable to the Company or its Users.

9.1         The Platform, all software enabling or made available by the Company for the use of the Platform (“Company Software”) and the Content (including User Content) are protected by copyright and other Intellectual Property Rights and Applicable Laws. We are the owner or the licensee of all Intellectual Property Rights in the Site, the Platform, the Company Software and the Content (including User Content) and you acknowledge and agree that such Intellectual Property Rights shall remain vested in the Company and/or its licensors.

9.2         You must not in any way infringe the Intellectual Property Rights of the Company, the other Users or any other third person. You must promptly notify us of any infringement or suspected or threatened infringement of the Platform or the Content (including User Content) that may at any time come to your notice, giving reasonable particulars. You must refrain from any conduct or action which may endanger the operation of the Platform or which may otherwise be harmful to the Platform or the rights and interests of the Company or other Users. If you are in breach of this clause we will have the right to immediately suspend your access to the Platform (either permanently or temporarily) or immediately terminate (i) your Account with us and these Terms between you and us; and (ii) at our sole discretion, any Agreement between you and us. 

9.3         You must not, whether in whole or in part, use, copy, edit, translate, adapt, merge, disassemble, decompile, or reverse engineer, prepare derivative works of, present, publish, distribute, license, sell or otherwise exploit the Platform, the Company Software and/or any Content including User Content, except to the extent you are the legal owner of the User Content or as expressly permitted in these Terms. You must not enclose any trademark, logo, or other Content (other than your User Content) (including images, text, page layout or form) of the Company. You must not use any metatags or other ‘hidden text’ using the Company’s name or trademarks. You must not use any software, devices or processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to ’scrape’ or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials). You must not access the Platform in order to build a similar or competitive website, application, or service. Any future release, update, or other addition to the Platform, the Company Software or Content will be subject to these Terms. The Company, its suppliers, and service providers reserve all rights not granted in these Terms. Any unauthorised use of the Platform, the Company Software and/or Content terminates the licenses granted by the Company under these Terms. In such event the Company is also entitled to suspend or to your Account without notice and/or terminate your Account and these Terms between you and us.

9.4         Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license (“User Licence”) to access the Platform and the Content [(including User Content)] for the purpose of the Provision of Services through the Platform. If we make available to you any Company Software, we grant you a User Licence to use such Company Software only to the extent necessary for the use of the Platform.

9.5         You may download and print extracts of Content from the Platform, provided that:

9.5.1        the material shall not be reproduced or included in any other work or publication in any medium;

9.5.2        the material may not be distributed or sold to any third party; and

9.5.3        you do not remove or alter any copyright or other proprietary notices contained in the material.

9.6         You may not make any copies or authorise any copying of any material supplied by the Company or another User in the course of contract negotiation or performance, including product designs, diagrams, computer software and operating manuals, except with the prior written consent of the legal owner of such material.

9.7         Your legal rights that cannot be excluded under Applicable Law shall remain unaffected by these Terms.

10.1      You represent and warrant that:

10.1.1      you have the legal capacity and authority to enter into and form a binding a contract (including these Terms, the Supplemental Terms and the Agreements);

10.1.2      if you register an Account for a company or other legal entity, you have the authority to legally bind that entity and grant us all licenses and consents provided in these Terms and the Supplemental Terms;

10.1.3      you have all required rights, permits, licenses and consents to make Services available for Provision;

10.1.4      you will comply with all Applicable Law and not use the Platform for any illegal purpose; 

10.1.5      you are not a person barred from using the Platform under the Applicable Laws of Hungary, your place of residence or any other applicable jurisdiction; and

10.1.6      you will use best endeavours to ensure that your Account information, Listings and User Content are accurate and up-to-date.

10.2      In respect of all User Content that you Make Available on the Platform, you represent and warrant that:

10.2.1      you are the legal owner of all such User Content or you have the necessary rights, licenses and consents to Make such User Content Available on the Platform;

10.2.2      such User Content does not infringe any third party’s Intellectual Property Rights or other proprietary rights (including rights of publicity or privacy);

10.2.3      such User Content does not breach Applicable Law;

10.2.4      such User Content is not fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive;

10.2.5      such User Content does not constitute libel, slander, defamation or is otherwise offensive; and

10.2.6      such User Content does not promote illegal or harmful activities or substances.

11.1      Unless provided otherwise in the Supplemental Terms, the provisions of Clauses 11.3 to 11.7 apply to each Party in relation to Confidential Information.

11.2      If the Parties enters into a confidentiality agreement (whether through the Platform or otherwise) the terms of such confidentiality agreement prevail over these Terms with respect to Confidential Information.

11.3      Each Party undertakes that it shall not at any time disclose to any person any Confidential Information of the other Party or of any other User, except as permitted by Clauses 11.4 and 11.5.

11.4      Each Party may disclose the Confidential Information of the other Party or of any other User:

11.4.1      to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under these Terms, the Supplemental Terms or an Agreement. Each Party shall procure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this Clause 11; and

11.4.2      as may be required by Applicable Law, a court of competent jurisdiction or any governmental or regulatory authority having jurisdiction over such Party.

11.5      Neither Party shall use any Confidential Information of the other Party or of any other User for any purpose other than to perform its obligations under these Terms, the Supplemental Terms or an Agreement.

11.6      Each Party shall maintain reasonable security measures to protect Confidential Information of the other Party or of any other User against loss, theft or destruction.

11.7      If certain Confidential Information is no longer strictly necessary for the performance of these Terms, the Supplemental Terms or an Agreement, you shall destroy or return it to us, including any copies made of the Confidential Information or any revisions containing it. You may retain copies of the Confidential Information required for compliance with your recordkeeping or quality assurance mandatory requirements. Such retention shall be communicated in writing to us in advance, specifying the scope of the Confidential Information affected, as well as the purpose of the retention, to the extent possible.

11.8       You shall inform us about any breach of the confidentiality obligation immediately but in any case within 48 hours of discovering the breach and shall cooperate with us in revealing the circumstances of the breach, especially in the identification of the natural person committing the breach as well as in finding a remedy to the consequences of the breach.

11.9       On termination of these Terms between you and us or an Agreement, each Party shall return or destroy all Confidential Information of the other Party and other Users.

11.10     This Clause 11 shall remain in force for a period of 5 years following the last of: (i) any termination of these Terms; or (ii) any termination of the last Agreement with you.

Where the Site or the Platform contains links to other websites and resources provided by third parties, these links are provided for your information only. Such websites and resources may be subject to different terms and conditions and privacy policies. We have no control over the content of those websites or resources and we are not responsible or liable for them in anyway.

13.1      YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK, AND THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL DEFECTS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13.2      THE COMPANY MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT:

(A)  THE PLATFORM WILL MEET YOUR REQUIREMENTS;

(B)   YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE;

(C)   THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM OR ANY SERVICES OF THE COMPANY WILL BE ACCURATE OR RELIABLE; OR

(D)  ANY ERRORS IN THE PLATFORM WILL BE CORRECTED.

13.3      ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE PLATFORM IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE PLATFORM, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

13.4      THE SERVICES OF THE COMPANY MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. WE MAKE NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THOSE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

13.5      NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

14.1      Nothing in these Terms or the Supplemental Terms seeks to limit or exclude the liability of either Party:

14.1.1      in circumstances described in section 6:152 and section 6:526 of the Code 

14.1.2      for liability under the indemnities contained in Clause 15 or in the Supplemental Terms; or

14.1.3      any matter in respect of which it would be unlawful to exclude or restrict liability.

14.2      SUBJECT TO CLAUSE 14.1 ABOVE, WE SHALL NOT UNDER ANY CIRCUMSTANCES WHATSOEVER BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR:

14.2.1      ANY ECONOMIC LOSS OR OTHER LOSS OF PROFIT, REVENUE, BUSINESS, OPPORTUNITY, (WHETHER ACTUAL OR ANTICIPATED) WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

14.2.2      ANY LOSS OF DATA, OTHER THAN CAUSED BY COMPANY’S WILFUL MISCONDUCT OR GROSS NEGLIGENCE;

14.2.3      ANY LOSS OF GOODWILL OR REPUTATION; 

14.2.4      ANY LOSS THAT IS AN INDIRECT OR SECONDARY CONSEQUENCE OF ANY ACT OR OMISSION OF COMPANY; OR

14.2.5      ANY OTHER INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES

IN EACH CASE INCLUDING WITHOUT LIMITATION DAMAGES ARISING IN CONNECTION WITH:

(A)  THE USE OR INABILITY TO USE THE PLATFORM;

(B)   THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE PLATFORM;

(C)   UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;

(D)  STATEMENTS OR CONDUCT OF ANY USER OR ANY THIRD PARTY ON THE PLATFORM; OR

(E)   ANY OTHER MATTER RELATING TO THE PLATFORM, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

SUBJECT TO CLAUSES 14.1 AND 14.2 ABOVE, OUR TOTAL LIABILITY TO YOU IN RESPECT OF ANY LOSS OR DAMAGE ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE PLATFORM OR AN AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED THE AGGREGATE OF THE AMOUNTS YOU PAID TO THE COMPANY IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR, IF NO SUCH PAYMENTS HAVE BEEN MADE, 1,000 EUROS. IN RESPECT OF ANY LOSS OF DATA, OUR TOTAL LIABILITY TO YOU SHALL IN NO CIRCUMSTANCES EXCEED THE DAMAGES THAT WOULD HAVE [TZ15] OCCURRED HAD YOU PROPERLY SAVED YOUR DATA AT LEAST ONCE A DAY.

14.3      THE SUPPLEMENTAL TERMS WILL CONTAIN FURTHER OR DIFFERENT LIMITATIONS ON OUR LIABILITY. IN THE EVENT OF ANY INCONSISTENCY OR CONFLICT BETWEEN THESE TERMS AND THE SUPPLEMENTAL TERMS, THE SUPPLEMENTAL TERMS PREVAIL.

14.4      THE COMPANY ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING USER CONTENT), USER COMMUNICATIONS OR PERSONALISATION SETTINGS.

14.5      THE COMPANY SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM RESULTING FROM CAUSES OUTSIDE ITS REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, WAR, TERRORISM, RIOTS, EMBARGOS, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRE, FLOODS, ACCIDENTS, STRIKES, EPIDEMIC, PANDEMIC OR SHORTAGES OF TRANSPORTATION FACILITIES, FUEL, ENERGY, LABOUR, OR MATERIALS. 

15.1      You shall indemnify and defend the Company and its subsidiaries, affiliates, officers and employees (“Company Indemnified Parties”) from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable legal fees) resulting from any claim, action, demand, fine or proceeding brought by any User or other third party against the Company Indemnified Parties arising from any of the following:

15.1.1      a material breach by you of these Terms, the Supplemental Terms or an Agreement;

15.1.2      any User Content that you Make Available on the Platform, including such User Content infringing the Intellectual Property Rights of a User or other third party;

15.1.3      any taxes or duties arising from or in connection with any offer, sale or transaction on or through the Platform or the collection, payment or failure to collect or pay such taxes or duties; and

15.1.4      a failure by you or your employees, agents or contractors to comply with Applicable Law.

16.1      If you have any queries or complaints about the Platform or our services, please contact us using the contact information as detailed in Clause 1.5 or email us on support@kor-group.com or use the help functionality provided on the Platform. We will use reasonable efforts to respond to you promptly.

16.2      In the event of any dispute arising from or in connection with the relationship between the Company and you, the Parties shall first attempt to resolve the dispute through friendly consultations in good faith. In the event that no resolution satisfactory to both Parties is reached within thirty (30) days after commencement of such consultation, the provisions of Clause 17 apply.

17.1      PLEASE READ THIS ARBITRATION CLAUSE CAREFULLY. IT IS PART OF YOUR CONTRACT WITH THE COMPANY AND AFFECTS YOUR RIGHTS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION.

17.2      ALL CLAIMS AND DISPUTES IN CONNECTION WITH THESE TERMS, THE SUPPLEMENTAL TERMS, ANY AGREEMENT OR THE USE OF THE PLATFORM SHALL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 17.3.

17.3      IF ANY DISPUTE ARISES IN RELATION TO THESE TERMS, THE SUPPLEMENTAL TERMS OR ANY AGREEMENT, INCLUDING ANY QUESTION AS TO THE EXISTENCE, VALIDITY OR TERMINATION OR A BREACH OF THESE TERMS OR ANY AGREEMENT OR ANY DISPUTE RELATING TO ANY NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SUPPLEMENTAL TERMS OR ANY AGREEMENT (EACH, A “DISPUTE”), THEN THE DISPUTE SHALL BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION UNDER THE RULES OF ARBITRATION OF THE PERMANENT COURT OF ARBITRATION ATTACHED TO THE BUDAPEST CHAMBER OF COMMERCE AND INDUSTRY WHICH ARE DEEMED TO HAVE BEEN INCORPORATED INTO THIS CLAUSE 17 BY REFERENCE. THE FOLLOWING RULES SHALL APPLY TO SUCH ARBITRATION:

17.3.1      THERE SHALL BE 3 ARBITRATORS, ONE OF WHOM SHALL BE NOMINATED BY YOU, ONE BY US AND THE THIRD (“ARBITRATION CHAIRMAN”) TO BE AGREED BY THE TWO ARBITRATORS APPOINTED AS AFORESAID WITHIN 10 BUSINESS DAYS. FAILING SUCH AGREEMENT, THE ARBITRATION CHAIRMAN SHALL BE APPOINTED BY THE CHAIRMAN OF THE PERMANENT COURT OF ARBITRATION ATTACHED TO THE BUDAPEST CHAMBER OF COMMERCE AND INDUSTRY;

17.3.2      THE SEAT AND PLACE OF ARBITRATION SHALL BE BUDAPEST, HUNGARY;

17.3.3      THE ENGLISH LANGUAGE SHALL BE THE LANGUAGE OF SUCH ARBITRATION AND SUCH ARBITRATION WILL BE CONDUCTED THROUGHOUT THE ARBITRATION PROCEEDINGS IN ENGLISH; 

17.3.4      THE LAW APPLICABLE TO THE ARBITRATION AGREEMENT IN THIS CLAUSE 17 AND THE ARBITRATION PROCEEDINGS SHALL BE HUNGARIAN LAW;

17.3.5      [THE PARTIES SHALL HAVE THE RIGHT TO SEEK INTERIM OR CONSERVATORY MEASURES FROM ANY COURT OF ANY JURISDICTION;][TZ17] 

17.3.6      ANY JUDGEMENT RENDERED SHALL BE FINAL AND BINDING ON THE PARTIES.

These Terms, the Supplemental Terms and, unless expressly agreed otherwise, any Agreement between you and us and any Dispute arising out of them shall be governed by and construed in accordance with Hungarian law.

19.1      Any notice (“Notice”) and communication between you and us in connection with these Terms, the Supplemental Terms or any Agreement between you and us shall be in the English language.

19.2      You consent to receive Notices and communications from the Company in an electronic form and agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

19.3      Unless expressly provided otherwise in the Supplemental Terms or any Agreement between you and us, you shall give any Notice (including any offer, confirmation or acceptance) and make any communication to us by using the functionality provided on the Platform.

20.1      We may transfer our rights and obligations under these Terms or the Supplemental Terms to another organisation, but this will not affect your rights or our obligations under these Terms or the supplemental Terms as the case may be). You may only transfer your rights or obligations under these Terms to another person if we agree in writing.

20.2      If we decide not to exercise or enforce any right that we have against you at a particular time, then this does not prevent us from later deciding to exercise or enforce that right.

20.3      If any court, arbitration tribunal or competent authority decides that any of these Terms are unlawful or unenforceable, the remaining terms and conditions will remain in full force and effect.

20.4      We may send Notices to you by email or by any other means then specified by the Company or such Notices will be posted on the Platform. We may send Notices to you at the email address maintained in the records for your Account. You agree to monitor your email messages frequently to ensure awareness of any Notices sent by the Company.

20.5      Paragraph (5) of section 6:63 of the Code is expressly disapplied.

20.6      These Terms shall not be regarded as made in writing, and these shall be filed and stored through the Platform. You may access each previous version (if any) of these Terms via the Platform.

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