Terms and Conditions
1. Service provider details
Trade name: ASP
Registered company: Flowfinds Solutions Korlátolt Felelősségű Társaság (Flowfinds Solutions Kft.)
Registered office: 2141 Csömör, Mező utca 11., Hungary
Company registration number: 13-09-242910
Tax number: HU32903081
E-mail: [email protected]
"ASP" is the business/trade name used by Flowfinds Solutions Kft.
2. Scope of the terms
These General Terms and Conditions apply to all IT consulting, AI development, software development, system integration, automation and related services provided by the Service Provider.
Individual quotes, order forms or contracts may deviate from these terms. In the event of a deviation, the individual written agreement prevails.
3. Types of services
3.1 Result-based services
A result-based service is any work in which the Service Provider produces a specific, deliverable result. Examples: software modules, chatbots, dashboards, document processing systems, API integrations, automation workflows, technical documentation, prototypes, MVPs, AI-based system components.
For a result-based service, the scope of performance is defined precisely by the individual quote or order form.
3.2 Duty-of-care-based services
A duty-of-care-based service is any consulting, auditing, support or strategic service in which the Service Provider provides professional care, analysis, recommendations or support, but does not guarantee a specific business result. Examples: AI audits, AI maturity assessments, workshops, consultations, strategic analysis, technical advisory, support, system supervision, monthly consulting engagements.
The Service Provider performs the tasks with professional care, but does not guarantee that the Client will achieve any specific revenue, profit, cost reduction, number of customers or other business result.
4. Quote and conclusion of the contract
The Client may contact the Service Provider by e-mail, web form, telephone or other electronic means. Making contact does not in itself create a contract and does not oblige the Service Provider to provide a service.
The contract is concluded when:
- The Service Provider sends a written quote or order form and the Client accepts it in writing; or
- The parties sign a separate contract; or
- The Client pays the invoice or payment request issued by the Service Provider; or
- The Client clearly orders the service by e-mail and the Service Provider confirms it.
5. Scope and responsibilities
The Service Provider is obliged to perform only those tasks that are expressly included in the individual quote, order form or contract.
Any work, feature, modification, integration, documentation, testing, design, data processing or other task that is not expressly included in the accepted scope is not part of the service.
Requests outside the scope qualify as a new task or change request, which the Service Provider may carry out under a separate agreement, for an additional fee.
6. Fees and payment terms
The service fee may be: fixed fee, hourly rate, milestone-based, monthly fee or as set out in the individual quote.
In the absence of a different written agreement, the general payment schedule is:
- 40% advance payment upon acceptance of the engagement;
- 30% interim payment at a predetermined milestone or continuation point;
- 30% final payment upon final delivery.
The Service Provider may make the start of work conditional on receipt of the full advance payment.
Payment is deemed completed when the full amount is credited to the Service Provider's bank account.
7. Deadlines and milestones
Performance deadlines are set by the individual quote, order form or contract.
Deadlines are automatically extended by any delay caused by the Client, including in particular: late advance or partial payment; late provision of access; missing necessary information; late handover of documents; late decisions or approvals; unavailability of the contact person; a system failure on the Client's side; a delay by a third party, if attributable to the Client.
8. Client's cooperation obligations
The Client is obliged to:
- Provide all necessary information, specifications and access without undue delay;
- Designate a responsible contact person;
- Respond to the Service Provider's questions within a reasonable time;
- Review the materials handed over;
- Give the necessary approvals on time;
- Ensure that it is entitled to use the data, documents and systems provided;
- Report errors or change requests within the acceptance deadline.
The Client's lack of cooperation or delay may result in an extension of the performance deadline, suspension of performance or additional fees.
9. Professional independence of the Service Provider
In providing the service, the Service Provider acts independently, based on its own professional judgment.
The Service Provider is entitled to determine: the development methodology used; the direction of the technical solution; the order of development; the experts involved; the tools used; the internal control and quality assurance process.
The Client's instructions may not extend to technical details that fall within the Service Provider's independent professional judgment.
10. Subcontractors and partner developers
The Service Provider may involve subcontractors, partner developers, technical experts and other contributors in performing the service without the Client's prior consent.
The Service Provider is liable to the Client for the work of the contributors involved in accordance with the applicable laws and these terms. Involving partner developers or subcontractors does not modify the contractual relationship between the Client and the Service Provider.
11. Unjustified or unlawful instructions
If the Client gives an instruction, expectation or change request that is professionally unjustified, unreasonable, disproportionate, technically risky or contrary to the purpose of the project, the Service Provider will warn the Client accordingly.
If the Client insists on the instruction despite the warning, the Service Provider may: refuse to carry it out; carry it out at the Client's sole risk; or request an additional fee and a modification of the deadline.
The Service Provider is obliged to refuse any instruction that would violate the law, be contrary to an official decision, endanger the safety of persons or property, or infringe the rights of a third party.
12. Handover and acceptance
For a result-based service, the Service Provider notifies the Client of performance by e-mail, in a code repository, in a demo environment, in a document, on a file-sharing service or in another agreed manner.
The Client is obliged to [review] the delivered result without delay, but no later than within 10 business days.
If the Client does not send an error report or change request within 10 business days, the delivered result is deemed accepted. Minor errors that do not prevent proper use do not prevent acceptance.
13. Bug fixing and modifications
The Service Provider fixes errors that are duly reported and within the scope within a reasonable time.
The following do not qualify as errors:
- A request for a new feature;
- A design or functionality preference not included in the scope;
- A system failure on the Client's side;
- A failure of a third-party service;
- API changes;
- Behavior resulting from faulty or incomplete input data;
- An error resulting from code modified by the Client or a third party.
For modifications outside the scope, the Service Provider may provide a separate quote.
14. Special rules for AI systems
AI-based systems operate on a probabilistic basis, not always deterministically.
The Client acknowledges that: AI models may make mistakes; the quality of AI output depends on the input data; external providers may change model behavior; API prices, speed, availability and policies may change; human review is required before critical decisions; the Service Provider does not guarantee the complete accuracy of AI outputs.
The Service Provider is not liable if the Client uses AI output without human review for legal, financial, medical, employment, regulatory or other high-risk decisions.
15. Third-party services
The Service Provider may use third-party services in performing the service, including in particular: AI APIs, cloud providers, hosting providers, database providers, e-mail providers, analytics systems, version control systems, communication and project management tools, external integrations.
The Service Provider is not liable for any failure, outage, delay, price change, API change, security incident or policy change of a third-party service, unless expressly agreed otherwise in writing.
16. Intellectual property
If the subject of the service is software, documentation, a system, a configuration or another work protected by copyright, the Client receives a perpetual, exclusive, territorially unlimited right of use to the specific result made for it upon payment of the full fee.
The Service Provider retains: general know-how; methodologies; frameworks; templates; prompt structures; internal development tools; previously created code snippets; reusable components; architecture patterns; non-client-specific solutions. The Service Provider may use these in other projects as well, provided that this does not infringe the Client's trade secrets or rights.
17. Confidentiality
The parties are obliged to treat confidentially all data, information, documents and business, technical, financial or strategic information learned from the other party in the course of the service. Confidential information may not be used for any purpose other than performing the service and may not be disclosed to any third party, unless: the other party consents in writing; disclosure is required by law or an official decision; the information is publicly available; or the receiving party lawfully learned it from another source. The confidentiality obligation survives the termination of the contract.
18. Data protection
The Service Provider processes personal data only to the extent necessary for concluding and performing the contract, invoicing, complying with legal obligations and enforcing legal claims.
The detailed rules of data processing are set out in the Privacy Policy available on the website.
If the Client hands over or makes available to the Service Provider personal data of third parties during the project, the Client is obliged to ensure that it has an appropriate legal basis for this.
If the service involves the processing of personal data, the parties may enter into a separate data processing agreement.
19. Limitation of liability
The Service Provider does not guarantee that:
- The Client will achieve a specific business result;
- The software or system will operate without interruption at all times;
- Every error can be fixed;
- The system will operate identically in every environment;
- Third-party services will remain continuously available.
The Service Provider is not liable for:
- Lost profit;
- Loss of revenue;
- Lost business opportunities;
- Business interruption;
- Damage to reputation;
- Data loss, if the Client did not ensure adequate backup;
- A failure of a third-party service;
- A system failure on the Client's side;
- Unauthorized access that does not result from the Service Provider's intentional or grossly negligent conduct;
- External API, hosting, infrastructure or integration failures.
The Client is responsible for: backing up its own data; protecting its systems; the security of its access credentials; the accuracy of the data provided; its own business decisions.
The Service Provider's total liability, where the law permits, is limited to the net fee actually paid by the Client for the specific individual service concerned.
20. Impossibility of performance, withdrawal and termination
If, after acceptance of the order, performance of the service becomes impossible for a reason arising within the Client's sphere of interest, the Service Provider is entitled to retain the advance payment already paid and is entitled to remuneration for the work already performed.
If the value of the work performed exceeds the amount of the advance payment, the Client is obliged to pay the difference.
If performance becomes impossible for a reason arising within the Service Provider's sphere of interest, the Service Provider refunds the advance payment, unless the Client has already received partially accepted performance or the parties agreed otherwise.
21. Termination
For a continuous or indefinite-term service, either party may terminate the legal relationship with 30 days' written notice, unless the individual agreement provides otherwise.
For individual services already ordered, signed or accepted, termination does not affect the fee for work already performed, payment obligations that have fallen due or deliveries already undertaken.
Either party may terminate the contract with immediate effect if the other party commits a serious breach of contract and does not remedy it within 10 business days of the written notice. Serious breach of contract includes in particular: late payment; unauthorized disclosure of data; breach of confidentiality; unlawful use; persistent lack of cooperation; infringement of the rights of a third party; use of the service for an unlawful purpose.
The provisions on payment, confidentiality, liability, data protection and intellectual property survive the termination of the contract.
22. Electronic communication
The parties agree that communication relating to the service takes place primarily electronically. A notice sent by e-mail or another electronic text message is deemed to be in writing if it was sent to or from the contact addresses provided by the parties. An electronic message is deemed delivered at the time of sending, unless the sending system indicates a delivery failure. The parties are obliged to notify each other of any change in their contact details within 3 days. The consequences of failing to do so are borne by the defaulting party.
23. References
The Service Provider may name the Client as a reference, by name, logo or other identifiable means, only with the Client's prior written consent.
24. Amendment of the terms
The Service Provider may amend these terms unilaterally. The amended terms enter into force upon publication on the website, unless the Service Provider specifies a later effective date. The amendment does not affect individual quotes, order forms or contracts already accepted, unless the parties agree otherwise.
25. Governing law and disputes
Hungarian law governs these terms and the legal relationship of the parties.
For matters not regulated in these terms, the provisions of Act V of 2013 on the Civil Code (Polgári Törvénykönyv) apply in particular.
The parties will seek to settle their disputes primarily through negotiation. If negotiation does not lead to a result, the Hungarian court having subject-matter and territorial jurisdiction is entitled to decide the dispute.
26. Final provisions
If any provision of these terms is invalid or unenforceable, this does not affect the validity of the other provisions.
An invalid or unenforceable provision must be replaced by a valid provision that best approximates the original economic and legal purpose.
These terms were drawn up in Hungarian. In the event of any discrepancy between any translation and the Hungarian version, the Hungarian version prevails.
Contact
If you have any questions about these General Terms and Conditions, contact us:
Flowfinds Solutions Kft. (ASP)
E-mail: [email protected]
Address: 2141 Csömör, Mező utca 11., Hungary
Company registration number: 13-09-242910 | Tax number: HU32903081