Forvis Mazars General Terms and Conditions

The general terms and conditions applicable to the services(1) of Forvis Mazars Kft. and Forvis Mazars Solutions Kft.

1. The Contract and the Parties

1.1. The contract for the provision of services and/or the offer delivered by Forvis Mazars Kft. and/or Forvis Mazars Solutions Kft. (“Forvis Mazars”) to the other Party (the “Client”), as well as any annexes apart from the present General Terms and Conditions (the “Contract of Services” and other policies in effect at Forvis Mazars, complying with the relevant provisions of law), and the General Terms and Conditions (collectively: the “Contract”) shall constitute the entire agreement between the Client and Forvis Mazars with respect to the services, software, documents to be delivered and materials to be prepared, as identified in the Contract of Services (the “Services”). For the purposes of the present Contract, the word “Client” shall include the subsidiaries and/or affiliates of the Client as identified in the Contract of Services, or in case no such subsidiaries/affiliates are identified, it shall include all subsidiaries and/or affiliates together with the Client. The Client represents and warrants that it is in possession of all rights and powers necessary to execute the present contract in its own name, as well as in the name of the subsidiaries and/or affiliates identified in the Contract of Services, and to legally bind itself and such other companies.

1.2. The present Contract is entered into by and between the Client and Forvis Mazars. Forvis Mazars may involve into the performance of the Services constituting the subject of the present Contract any group member, their subsidiaries or affiliates, as well as, with the consent of the Client, any other company acting as its subcontractor (collectively: “Subcontractors”). The Client shall only be in contact with Forvis Mazars in connection with the provision of the Services.

Forvis Mazars is entitled to engage any member company of the Forvis Mazars group, their subsidiaries, or any other company as a subcontractor, subject to notification to the Client, in the performance of the services provided by the Financial advisory services.

1.3. Forvis Mazars shall be responsible for the performance of all Services constituting the subject of the present Contract, also including the Services provided by its Subcontractors. Accordingly, all members of the Forvis Mazars Group shall be exempted from any liability towards the Client as fully as permitted by the relevant provisions of law. The Client may launch any proceedings aimed at the enforcement of claims, whether in contract or tort, only against Forvis Mazars, and shall ensure that none of the Client’s affiliates shall launch such proceedings against other members of the Forvis Mazars Group in connection with the present Contract in connection with the present Contract.

1.4. In the interest of providing comprehensive services, Forvis Mazars cooperates with the Borsy Attorneys Association. The Client acknowledges the fact that the legal services offered by Forvis Mazars are provided by this attorneys association.

2. Special provisions pertaining to individual services

2.1. In the case of Forvis Mazars Outsourcing Services, the Client acknowledges that any request for additional services may be refused by Forvis Mazars unless agreed in writing. Further, the Client acknowledges that the Services do not include the following, or only on the basis of a separate agreement:

The performance, in whole or in part, of functions assigned to and falling within the competence of the managing director;
Concluding contracts of the Client with third parties, obtaining performance certificates;
Assessing, complying with and enforcing any provision of the articles of association, the industrial, commercial and operating licence, the lease and the contractual operating document, initiating amendments and changes;
Notification to the authorities of the data contained in the Client’s articles of association, scope of activities, contracts concluded (e.g.: senior management, auditor, transactions with affiliated companies);
Content and form of relations with third parties (e.g. partners, shareholders, employees, etc.)
Determination of affiliated status à documentation, reporting and accounting obligations;
The establishment and application of fee schedules and pricing;
Preparing, commenting on and approving commercial and management plans;
Preparation of preliminary and subsequent calculations;
Exercising, observing and enforcing employer’s rights and obligations;
Distribution and use of shareholder’s and entrepreneurial incomes;
Ordering the posting of employees internationally and domestically, issuing orders, settling accounts with advances paid, preparing travel reports;
Defining the principles, procedures and dates to be laid down in policies;
Carrying out inventory taking tasks; and maintaining the Client’s analytical stock records;
Keeping records and inventories of intermediated services for reports;
Reconciling receivables and payables with the parties concerned (buyers, suppliers, creditors); (sending out reconciliation letters, this does not entail the effective administration of accounting discrepancies).
Handling of the Client’s cash on hand, disposing over bank accounts;
Authorisation and approval of outgoing bank transactions;
Keeping of cash box (HUF and foreign currency) records on an ongoing basis;
Monitoring and reporting of limits related to cash transactions;
Establishing the fact and extent of any private use. Keeping records of personal allowances (e.g. cafeteria benefits);
Organising and archiving supporting documents outside the accounting system;
The translation of documents (invoices, contracts, etc.) issued in foreign languages into Hungarian, as well as the checking of the content of translations;
Submitting filings with foreign tax authorities, maintaining contacts (reports, returns);
The identification of foreign taxpayers, the confirmation of their tax numbers;
Gathering information on the existence of business partners, any restrictions affecting their activities (e.g. tax number suspension, status of being under voluntary or involuntary liquidation), collecting information on the authenticity and reliability of their data;
Providing and checking the necessary documents for export-import, intra-EU transactions (waybills, CMR, certificates of origin, etc.);
Providing data that cannot be extracted from the accounts;
Preparing documentation for subsidy and tender applications, as well as related audits, participation at the same;
Making any statement – to a public authority, agency or any third party – on behalf of a Client;
Preparing returns and data to be submitted to authorities, ministries, chambers and other bodies other than the tax authority, and liaising with these bodies;
Preparing tax returns and notifications relating to real estate (land, buildings) and motor vehicles

If Forvis Mazars does not provide accounting services, the Client shall be responsible for the following:

Maintaining accounting records in accordance with Hungarian law, including compliance with the tax laws in force in Hungary.
If the Client does not keep accounts in Hungarian, the Client is responsible for providing a Hungarian translation of the accounts by the deadline set by the auditor in the event of an official audit. The quality and accuracy of the same falls outside the scope of responsibility of Forvis Mazars.
The accuracy, completeness and verifiability of accounting data (at general ledger and analytical level)
This responsibility includes ensuring that the Accounting Shared Service Centre(s) (SSC) according to the Client’s domicile complies with applicable laws and regulations, that accounting records, documentation and accounting information are maintained and that accounting records and financial information are prepared in a manner that permits a fair presentation of the financial statements, and that adequate internal control activities are in place, including controls to prevent and detect fraud and abuse.
Compliance with all legislation and other official requirements. In the interest of the above, the Client declares that the internal policies, as well as the information prepared by the Shared Service Center, have been designed and implemented in such a way as to ensure compliance with Hungarian legislation and other regulations, in particular in the areas of accounting, closing of accounts, documentation, retention of accounting data and approval of financial statements.
It shall be the responsibility and duty of the Client’s management to ensure that the Shared Service Centre provides access, without restriction and within a reasonable time, to all relevant documents, accounting records, forecasts and legal documentation requested by Forvis Mazars or which Forvis Mazars deems necessary for the performance of its functions.

2.2. In the course of the services of Forvis Mazars’s Innovation business line, the Client agrees that the performance of services other than those ordered by the Client and specified in the individual contract shall be carried out by means of request for price offer and acceptance between the Parties. Forvis Mazars shall submit its offer on the basis of the Client’s request for a quotation and/or the specification provided by the Client and, if necessary, a business consultation to clarify the details. The costs of the consultation shall be settled between the Parties even if the Services are not ultimately ordered. The preparation of the offer by Forvis Mazars shall be free of charge. In the event of such a separate offer and its acceptance, Forvis Mazars shall only provide, in particular, but not exclusively, error correction, support or any other separate activities for the service not included in the basic offer.

2.3. The Client accepts that the use of certain services of the Innovation business line may require implementation or parameterisation, or may require the purchase of external licences, which shall be included in the service fee. During the implementation or parameterisation, the Client shall cooperate and shall take any development or parameterisation steps on its side in a timely manner, as requested by Forvis Mazars. Any licenses purchased by Forvis Mazars for the service shall be returned and may be no longer used by the Client in the event of termination of the legal relationship for any reason whatsoever, as they constitute the property of Forvis Mazars. Furthermore, the Client is obliged to provide only a clean, virus-free and suitable environment for the provision of the service. The Client shall be solely liable for the consequences, failures and any damage resulting from failure to comply with this requirement.

2.4. The Client accepts that Forvis Mazars may provide training for users regarding certain services of the Innovation business line, upon the Client’s specific request, but that this shall be subject to a separate agreement and fee. Furthermore, the Client agrees that the data obtained by Forvis Mazars in the course of providing the service may be used by Forvis Mazars for the purpose of compiling statistics and making improvements, anonymously and in compliance with the rules of confidentiality.

3. The Responsibilities of the Client and of Forvis Mazars

3.1. The Responsibilities of the Client

The Client shall cooperate with Forvis Mazars in the course of the provision of the Services by Forvis Mazars. In the framework of the above, the Client shall, to the extent necessary for the provision of the Services, provide access, among other things, to its facilities, documentation, as well as the data, information and electronic systems of the relevant persons. The Client shall make it possible for Forvis Mazars to get into contact with such employees of the Client, at the suitable time, whose participation is necessary for the performance of the Services.

The Client shall be responsible for the work of its employees and agents, for the timeliness, accuracy and completeness of the data made available to Forvis Mazars by or on behalf of the Client (including financial data and reports), the definition of the subject of the assignment, as well as for the practical application of the advice provided as part of the Services provided in accordance with the contract.

In the course of the provision of the Services, Forvis Mazars may use or rely on, without checking, any information or data provided by the Client or other persons designated by the Client, or which is publicly available, and may assume the suitability of the same. If the Client may, at any time during the provision of the Services, reasonably assume that Forvis Mazars is not in possession of all relevant data, information and/or documents, or that the data, information and/or documents made available to Forvis Mazars are not accurate, the Client shall inform Forvis Mazars without delay. The performance of the Contract by Forvis Mazars shall be subject to the timely performance of the present obligations by the Client, as well as the timely making of decisions and granting of approvals by the Client related to the Services. Forvis Mazars is entitled to rely on the decisions and approvals of the Client. The Client accepts that all data, information and documents necessary for the provision of the Services shall be made available directly to the employees of Forvis Mazars engaged in the provision of the Services, even in case such data, information and documents have already been made available to other employees of Forvis Mazars in the course of another assignment.

The Client shall be exclusively responsible for the following: (A) the making of all management decisions and the performance of all management functions; (B) the appointment of one or several person or persons, preferably from among the top managers, having the necessary skills, knowledge and/or experience, to supervise the Services; (C) the evaluation of the suitability and the results of the Services; (D) the use of the results of the Services; € the creation and maintenance of internal controls, including, inter alia, the monitoring of the ongoing activities.

The Client acknowledges that it shall be solely responsible for any decisions made in connection with the application of the Services and any further steps taken on the basis of the Services.

For Outsourcing Services, the following responsibilities are added to the above:

The Client acknowledges that it is obliged to inform Forvis Mazars (within a reasonable time before the deadline) of any facts that may affect the accounting and tax processes and the annual accounts.
The Client shall be responsible for preventing and investigating any irregularities.
The Client shall be responsible for such internal control the implementation of which the management deems necessary to ensure that financial statements are free of any material misstatement whether due to fraud or error;
The Client shall be responsible for ensuring access to all information relevant to the preparation of the accounting, tax and financial statements and which Forvis Mazars may request, and shall allow the Service Provider unrestricted access to persons from whom Forvis Mazars deems it necessary to obtain data, information and documents.
The Client shall be responsible for the reasonableness of the assumptions used by Forvis Mazars in making accounting estimates, including accounting estimates measured at fair value, and for the fair presentation of those estimates.
The Client has fully disclosed to Forvis Mazars any material debts or claims that could have a material effect on the financial position of the Client.
In the case of invoices issued in the software provided by the Client (either by the Client or by Forvis Mazars), the Client shall be responsible for the reliability, accuracy and timeliness of the electronic connection between the software and the National Tax and Customs Administration.
In case Forvis Mazars provides only annual reporting services, the Client acknowledges its responsibility to fulfil its obligations in relation to VAT returns, corporate income tax returns, the withholding of personal income tax, social security contributions and other taxes and duties from payments to employees, and confirms that, to the best of its knowledge, all such returns have been properly prepared and filed to date.
If Forvis Mazars does not carry out full accounting and taxation tasks, Forvis Mazars shall not be liable for the negative effects of tasks that are not within its scope of responsibility.
The Client has provided Forvis Mazars with all information in its possession in connection with any fraud or alleged fraud that may have been committed with the participation of the following: 1) management, 2) employees who play an important role in internal control, 3) others in case of whom fraud may have had a material effect on the financial statements.
The Client declares that it has disclosed to Forvis Mazars the identity of its related parties and all related party relationships and transactions of which it is aware. The Client declares that the accounting records serving as the basis of the financial information reflects the transactions of the Client with its related parties accurately and reliably.
The Client is also responsible for the following:
- managing, leading and running its business and affairs;
- decisions concerning the use of Forvis Mazars’s advice or recommendations or other results of the Services it provides, choosing the extent to which they wish to rely on Forvis Mazars’s advice or recommendations or other results of the Services it provides, or the introduction of measures based on the advice or recommendations or other results of the Services it provides;
- making any decisions affecting the Services, any results of the Services, the interests of the Client or the affairs of the Client;
- the creation, achievement or realisation of benefits to be realised by the Client directly or indirectly related to the Services.
In the course of providing the Services, Forvis Mazars may obtain information from the Client or its representatives or other sources. Forvis Mazars shall, to the fullest extent permitted by law, be indemnified against any liability to the Client for any loss or damage to the Client resulting from fraud, deceit, fraudulent, or any withholding of requested information material or relevant to the Services or any failure to provide such information, whether by the Client or other sources of information, unless such fraud, deceit, withholding or failure is apparent to Forvis Mazars without further investigation.
The Client confirms that the economic impact of the COVID-19 pandemic has been assessed and evaluated by management to the best of its ability, based on developments and governmental actions that have occurred and are known to have occurred up to the date of the financial statements, and based on this assessment, the Client has concluded that the economic impact of the pandemic will not have a material or significant adverse effect on the Client and its group in the short term (covering the period of 12 months after the balance sheet date), or on the valuation of the assets as presented in the balance sheet and the operations of the Client and the group within that period, that would have a material adverse effect on, or be materially uncertain as at the date of the financial statements, the ability of the Client and the Group to continue as a going concern or to evaluate its ability to continue as a going concern for the same period.
The Client confirms that the Russian-Ukrainian armed conflict and its economic effects will not adversely affect the Client’s business activities, and that the principle of going concern will continue to apply for the 12 months following the balance sheet date.

In the course of the services provided by the Innovation business line, the basic provisions on liability shall be supplemented with the following:

If a server providing the service is attacked from outside Forvis Mazars’s network, Forvis Mazars may restrict access to the server from certain networks or directions in order to stop, expect to stop, or prevent a recurrence of the attack, and to protect its own network and the attacked server. The Client shall be required to tolerate such restrictions and shall provide Forvis Mazars with the necessary assistance to facilitate the lifting of the same. Restrictions may be based on ports, directions, protocols, address, and may be partial or full. Forvis Mazars will decide on the matter at its discretion, informing and consulting with the Client as soon as possible. Notification shall be made by e-mail, telephone or other suitable means. The Client shall use all reasonable efforts to protect against, deter and defend itself against the aforementioned attacks.
The Client shall be liable for any such damages and shall indemnify Forvis Mazars against any claims by third parties arising from the Client’s breach of the provisions of the present GTC or the individual agreement. The Client shall be liable for damages or claims arising as aforesaid, in particular, but not limited to, if the Client has used the Services without authorization or has granted others access to them or if the conduct of the person causing the damage was intentional and/or resulted in harm to human life, limb or health.
The Client undertakes to comply in all cases with Forvis Mazars’s IT security requirements, in particular, but not limited to, password requirements and the secure storage of passwords. If Forvis Mazars requires the use of two-factor authentication for a service, the Client may not refuse its use. In addition, when granting delegated access to the Client’s site, the Client undertakes to terminate then same when no longer used. In the event of non-compliance with the above, Forvis Mazars shall not be liable for any risks.

3.2. The Responsibilities of Forvis Mazars

The professional opinions, advice, recommendations, and positions formed by Forvis Mazars in the course of the performance of the Contract of Services are not binding on tax administrations and other government authorities or courts, and as such, it may not be guaranteed that the opinions of the administrations and other government authorities or courts will be the same as the advice, recommendations, positions or opinions of Forvis Mazars. The Services provided by Forvis Mazars are based on the statutes, provisions of law, case law, decisions and other requirements as known and being in effect at the time when such Services are provided. As a result of changes occurring after the above (of which Forvis Mazars is not required to notify the Client), it is possible that the performance of the professional opinions subsequently formed by Forvis Mazars and of services earlier in the Contract of Services is no longer in harmony with the relevant regulatory environment in effect, interpretations of law by the authorities, or case law. The liability of Forvis Mazars shall not extend to any damage arising from the above.

In the course of the performance of the Contract of Services, if it is for the provision of any professional opinion, recommendation or advice, then any professional opinion, recommendation or advice given by Forvis Mazars may not be considered as a declaration pertaining to the likelihood of the occurrence of future events or circumstances.

In the course of the provision of advice with respect to any business line constituting part of the Services, Forvis Mazars may share its professional opinion in the course of oral consultations and may present to the Client the practical processes used by it, as well as draft versions of its advice. Forvis Mazars shall be required to indicate on its materials when they are to be considered as drafts. If Forvis Mazars finalizes and delivers to the Client the drafts or oral advice on the basis of the Contract in writing, such written documents shall supersede all prior drafts or oral advice. Forvis Mazars may not be held liable for Clients or other persons relying on or acting on the basis of the abovementioned drafts or oral advice. Forvis Mazars shall not be held liable for its advice provided orally or in the form or written drafts, whether or not printed on Forvis Mazars letterhead, and regardless of whether Forvis Mazars issues an invoice and Client makes a payment.

If any tax administration or other government authority launches any proceeding, whether or not related to the Services provided, the Client acknowledges that the participation of Forvis Mazars in the course of such proceeding shall not constitute part of the Services, except if the Contract of Services specifically provides so.

The Client undertakes an obligation to notify Forvis Mazars of any proceedings launched in connection with the earlier consultancy services provided by Forvis Mazars, within 3 (three) business days from becoming aware of the proceeding or the fact of being involved, in the interest if ensuring that the extent or scope of any damage and/or binding orders may be avoided or mitigated. The Client itself shall be responsible for any damage arising from its failure to perform the above obligation to provide information, to cooperate and to mitigate the damage.

In case of Outsourcing Services, the liability of Forvis Mazars shall be limited to the following:

In all cases, Forvis Mazars shall be exempt from any liability arising from any breach of the Contract of Services, provided that its fault was not attributable to its own conduct. A fault is not attributable to Forvis Mazars’s own conduct if, in relation to the Services, it follows or complies in all material respects with the law, published or known codes of practice or relevant national or international standards (as the case may be) or other accepted or generally applied methodologies or, where no such codes of practice, standards or other methodologies apply to a Service, if it acts as it would reasonably be expected in the given circumstances.
In determining what professional rules, standards or other methodologies apply, the nature and extent of the Service and its recipient shall always be taken into account.
Forvis Mazars 's liability for any loss or damage of whatever nature and on whatever basis, suffered by the Client in connection with the Services, regardless of how it was caused, including through negligence but excluding fraud or other wilful misconduct, shall be limited to the amount specified in the Contract of Services.
Forvis Mazars’s liability shall be limited to that part of the loss or damage foreseeable by it under the contract which is fair and reasonable having regard to the proportion of the liability (or in case this cannot be ascertained, then the contribution) of the Client and any other party liable to the Client for the same loss or damage. The responsibility of Forvis Mazars is therefore in any case shared and in no way joint and several with any other responsible party.

The Client may only submit a claim for loss or damage arising out of or in connection with the Services to Forvis Mazars.

In the course of the services provided by the Innovation business line, the basic provisions on liability shall be supplemented with the following:

Forvis Mazars shall be responsible for contractual performance and provide a warranty for the services rendered, but it shall not guarantee that the services it provides will result in a business advantage, extra revenue or a significant improvement in the Client’s profitability.
Forvis Mazars guarantees a 90% annual availability rate for the delivery of the services of the Innovation business line. Any software errors in the internal operation of the system shall not be considered as downtime. Pre-announced outages for maintenance purposes are allowed twice a year.
Forvis Mazars shall not be liable for any loss of data, damage, loss of profit or any loss of business, including goodwill, arising in the course of the services, even if advised of the possibility of such damage, except (in respect of all types of damage) where the damage is caused by Forvis Mazars’s wilful misconduct or negligence. Forvis Mazars will use reasonable efforts to rescue or restore the Client’s data in a critical situation.
Forvis Mazars shall not be liable for any direct and/or indirect damages incurred by the Client or for consequential damages (including the loss of value of the Client’s or any other third party’s property, loss of property benefits incurred in relation to such persons and costs necessary to remedy property damage) arising from any use of the service that is unprofessional and/or not in line with its intended purpose. Furthermore, Forvis Mazars shall not be liable for any damage for which it is not responsible and/or which are not causally related to the Forvis Mazars’s conduct, regardless of whether the Forvis Mazars has been informed of the possibility of such damage in advance, and for damage arising from the Client’s failure to perform its obligations.
Except in the case of intentional damage or damage to human life, limb or health, the amount of any claim for damages that the Client may assert against Forvis Mazars for any breach of the present GTC or the individual agreement shall be limited to 80% of the fee payable by the Client to Forvis Mazars for the year in which the damage occurred, as set out in the individual agreement. This limitation of liability shall also apply to liability for damage caused by Forvis Mazars’s employees, agents and/or subcontractors that are attributable to them.
In the course of the services of Forvis Mazars’s Innovation business line, as a rule, the systems on which the service is based are developed, implemented and run in Forvis Mazars’s IT environment. Should the Client wish to deviate from the above, this shall be agreed separately between the Parties. If the IT environment underlying the service is not provided by Mazars, but by the Client or one of its suppliers, Forvis Mazars shall not be liable for any failures or damages arising therefrom. Furthermore, in this case, the service shall not include the maintenance, troubleshooting, upgrades and improvements of this external environment. In this case, the Client or its supplier shall be responsible for providing the environment and resources necessary for the proper functioning of the service, with Forvis Mazars undertaking to cooperate with the Client or its supplier or consultant providing the infrastructure or other IT services necessary for the proper functioning of the service.
The Client accepts that in the course of the provision of the services Forvis Mazars shall not be liable for the correctness of the data and content of the received basic data or of the electronic documents produced from them, nor for the fulfilment of the claims underlying the electronic documents produced or the basic data received or for any claims that may arise in connection with them.

4. The Payment of Invoices

Invoices issued by Forvis Mazars shall be due upon expiry (payment deadline) and shall be paid at that time by the Client. The payment deadline shall be the 10th calendar day from the date of the receipt of the invoice unless the Parties agree otherwise. In case of invoices that are not paid within 30 (thirty) days of the date of the invoice issue date, Forvis Mazars reserves the right to charge late payment interest, as well as a flat collection fee as provided for in the relevant provisions of law.

Without limiting any other of its rights and remedies, Forvis Mazars may suspend or discontinue the provision of any part or the entirety of its Services in case its invoice is not paid within 30 (thirty) days after the payment deadline. The Client shall be responsible for the payment of any taxes charged upon or in connection with the Services, including withholding taxes and all similar taxes (with the exception of taxes on the income and capital of Forvis Mazars, as well as the VAT charged after the Services in accordance with the relevant provision of law), duties and procedural fees.

In the case of services provided by the Financial advisory services, unless otherwise stipulated in the Contract of Services, Forvis Mazars is entitled to issue a final invoice on the 20th working day following the signing of the Contract of Services, regardless of the percentage of information required for the completion of the assignment that the Principal and its affiliates have been able to provide to Forvis Mazars. Simultaneously with the issuance of the final invoice, Forvis Mazars will also send the Principal a draft report prepared based on the information provided, regardless of the percentage of information required for the completion of the assignment that the Principal and its affiliates have been able to provide to Forvis Mazars. The Principal expressly accepts this as lawful performance by Forvis Mazars upon receipt of the draft report prepared based on the information provided by the Principal and its affiliates.

5. The Termination of the Contract

Either Party may terminate the present Contract, without providing its reasons for such termination, by way of 30 (thirty) d’ys' written notice given to the other Party, which termination shall also constitute a termination of the Contract of Services constituting an annex hereto.

Forvis Mazars may terminate the present Contract with immediate effect, by way of written notice sent to the Client,

if Forvis Mazars finds that
- any state regulatory, supervisory or professional body, or any other organization vested with legislative powers, adopts such new statute or other provision of law, regulation, interpretation or decision, or amend an existing rule in such a way, as a result of which the performance of any element of the Contract by Forvis Mazars would be unlawful, illegal or deemed as a violation of the rule of independence or other professional rules; or
- there is a change in the circumstances (including, inter alia, changes in the ownership structure of the Client or any of its Group members), which may render the performance of any element of the Contract by Forvis Mazars to be unlawful, illegal or deemed as a violation of the rule of independence or other professional rules;
in case of a serious breach of contract by the Client.

Upon the termination of the Contract, the Client shall pay to Forvis Mazars, in accordance with the Contract of Services, the fees for the Services performed until the effective date of the termination and shall reimburse Forvis Mazars for the costs incurred until that date.

6. Ownership of the Assets and Materials of Forvis Mazars

The intellectual property included in the materials handed over by the Client for the purpose of the provision of the Services shall remain in the ownership of the Client.

If, in the course of the performance of the present Contract, Forvis Mazars uses or creates any assets (whether tangible or intangible) owned by itself, such materials, documents, products, also including work sheets, shall remain in the ownership and the possession of Forvis Mazars. Forvis Mazars shall grant the Client a non-exclusive right of use with respect to the documents and other materials created and delivered in the framework of the Service, in the extent as justified by the purpose of the Contract.

The rights to use and publish the professional expertise, concepts, know-how, methods, procedures and capabilities of Forvis Mazars, as well as any modifications to the above, in the conduct of business (also including, without limitation, copyright and other intellectual property rights) shall be held by Forvis Mazars, and the Client may not request any transfer or limitations of such rights against the members of the Forvis Mazars Group of the employees thereof.

Notwithstanding anything contrary in Sections 5 and 9, the Client acknowledges that Forvis Mazars may acquire, in the course of the provision of the Services, such general experiences, skills, knowledge and ideas that its employees will also remain aware and in possession of later. The Client acknowledges and accepts that Forvis Mazars may use and publish such experiences, skills, knowledge and ideas, in such a way, however, that the identity of the Client cannot be determined from these.

The intellectual property rights and valuable rights related to the technology applied by Forvis Mazars, used or created by Forvis Mazars in the course of the performance of the present Contract, shall be held by Forvis Mazars (with the exception of materials handed over to Forvis Mazars by the Client in connection with which the intellectual property rights are held by the Client or a third party).

The technology used by Forvis Mazars shall include all such know-how, software, system interface, template, method, idea, concept, technique, device, process, and technology (also including web-based technologies and algorithms) which are possessed, leased or were developed by any member of the Forvis Mazars Group and used by Forvis Mazars in the course of the provision of the Services and the performance of its other obligations.

In the case of Outsourcing Services, any results thereof shall be provided to the Client in any form or medium by Forvis Mazars on the basis that they are for the sole benefit and information of the Client and that, except as required by law or by the competent regulatory authority (of which the Client shall inform Forvis Mazars in advance, unless prohibited by law) may not be copied, referenced, disclosed or disclosed to third parties, in whole or in part (except for the Client’s internal purposes), without the prior written consent of Forvis Mazars; such consent may be subject to the acceptance of conditions by Forvis Mazars, where applicable. The Client shall have the right to disclose all or any part of any results of the Services to their legal and other professional advisers for the purpose of seeking advice in relation to the Services, provided that in the course of doing so they inform such advisers that:

any disclosure or issuance by them (other than for their own internal purposes) is not permitted without prior written consent, and
to the fullest extent permitted by law, Forvis Mazars shall have no liability toward them in connection with the Services.

In the case of services provided by the Innovation business line, all software, program code or any IT concepts, developments or designs used by Forvis Mazars in the provision of the services shall be the exclusive property of Forvis Mazars. Under no circumstances may the Client copy, use, sell or distribute them in any way other than provided for in the specific contract. The Client also agrees that Forvis Forvis Mazars will register the Client as a user, if necessary for the service, in order to ensure the usability and availability of its services. For these users, Forvis Mazars may grant different privileges, with the type of privileges and their modification being at the sole discretion of Forvis Mazars, and password management may also only be provided by Forvis Mazars.

7. The Limitation of Liability for Damages

Forvis Mazars or any other member of the Forvis Mazars Group, or their respective employees may not be held liable toward the Client for any claim, obligation, loss, damage, cost and expense (collectively: “Claims for Damages”) exceeding twice the amount of the fees paid by the Client to Forvis Mazars in a timely manner, i.e. within the payment deadline shown on the invoice, with respect to such element of the Services in connection with which the damage occurred. In case of failure to pay or late payment, the Claims for Damages may not exceed 50% of the fees paid or payable with respect to such element of the Services in connection with which the damage occurred. An exception from the above shall be the case where a final and non-appealable court judgement finds that the Claims for Damages arose primarily from the wilful acts or omissions of Forvis Mazars or any other member of the Forvis Mazars Group, or their respective employees. Members of the Forvis Mazars Group or their employees may not be held liable under any circumstances for losses concerning the operations, incomes, profits, contracts, data or goodwill related to the present Contract and/or the Services (regardless of whether or not these may qualify as direct Claims for Damages), or for any consequential, special, indirect, incidental, punitive or exemplary damages or expenses.

In the case of services provided by the Financial advisory services, Forvis Mazars, any other member of the Forvis Mazars Group, and their employees can only be held liable for claims, liabilities, losses, damages, costs, and expenses ("Claims") related to the Contract or the Services up to the amount of fees paid by the Principal to Forvis Mazars for the specific element of the Services within the deadline indicated on the invoice, in connection with which the incident occurred. Naturally, an exception is made if a final court judgment establishes that the Claims primarily arise from the intentional act or omission of Forvis Mazars, any other member of the Forvis Mazars Group, or their employees.

If the exclusion of liability applicable to members of the Forvis Mazars Group and their Subcontractors identified in Section 1.3. is invalid for any reason, the limitation of liability under this Section 6 shall remain valid for members of the Forvis Mazars Group and Subcontractors.

8. Force Majeure

Neither Party shall be held liable for any late performance or omission which occurred due to circumstances or reasons outside the reasonable control of the given Party, also including, without limitation, the following: the acts or omissions of the other Party, the lack of cooperation that can be expected from the other Party (also including, without limitation, the companies and persons under the control of such Party, as well as their managers, directors, employees and agents), fires and other emergencies, natural disasters, epidemics, strikes or labour disputes, wars or other hostilities, as well as statutes, regulations or requirements issued or imposed by any state or governmental organization or authority.

9. Confidentiality

If, in connection with the present Contract, Forvis Mazars obtains any information or business secret included in the tax returns, or other proprietary information concerning the Client, or information that is designated by the Party making available the information as confidential, or that is clearly confidential due to its nature (“Confidential Information”), Forvis Mazars may not disclose such Confidential Information to third parties without the consent of the Client. However, the Client shall permit the disclosure of Confidential Information to (i) members of the Forvis Mazars Group (including their partners, managers and employees) as well as to Subcontractors (ii) legal counsels, auditors or insurers, or, if required by any law, regulation, or in judicial or administrative proceedings, or applicable professional standards, or in connection with any potential litigation; or (iii) if (A) the Confidential Information have become publicly accessible in any way (including, without limitation, information submitted to government authorities and disclosed to the public) other than Forvis Mazars disclosing them, by way of a breach of the present confidentiality obligation; (B) Forvis Mazars obtains the Confidential Information non-confidentially, provided that Forvis Mazars was not aware that the disclosure of such information to Forvis Mazars would have been prohibited; (C) the Confidential Information was known to Mazars prior to receiving it from the Client, without any confidentiality obligation arising in connection with them; (D) Forvis Mazars obtains the Confidential Information independently from the Client making available the same to Forvis Mazars.

Without the express, written consent of Forvis Mazars, the Client shall not disclose to any third party the advice, opinions, reports and other materials delivered on the basis of the present Contract, except in case (i) the relevant provisions of law or applicable decision or provision of authority prescribe disclosure or such disclosure is required for the protection of the rights or equitable interests of the Client; (ii) the shares of the Client or its subsidiaries are registered by the United States Securities and Exchange Commission, and any member of the Forvis Mazars Group is the auditor of the Client or any subsidiary of the Client, in which case the disclosure of the advice, opinions, reports and other materials delivered on the basis of the present Contract is not limited, or (iii) the corporate tax law of United States or the tax havens guide of the United States Internal Revenue Service (or a similar law or guideline of another tax administration) is applicable, in which case the disclosure of the advice, opinions, reports and other materials delivered on the basis of the present Contract is not limited. The Client may only use the advice, opinions, reports and other materials delivered by Forvis Mazars for the purposes included in the Contract of Services; in particular, without the prior, written consent of Forvis Mazars, the Client may not use any advice, opinions, reports and other materials delivered by Forvis Mazars for the purpose of business decisions made by third parties or for advertising purposes. The Services are exclusively for the benefit of the Client. The mere receipt of the advice, professional opinions, and other materials by any person shall not be deemed to give rise to any obligation of due diligence, professional relationship, or any present or future obligation between such persons and Forvis Mazars. Consequently, if the advice, opinions, reports and other materials (as well as information derived from them) is also provided to another person in line with the above, Forvis Mazars shall not be bound by the obligation of due diligence of or any other obligation toward such or any other person who may subsequently receive the abovementioned materials.

The Client acknowledges and accepts further that Forvis Mazars may use, in the course of discharge of its professional obligations as the independent auditor of the Client, any information that Forvis Mazars may come into possession of.

10. The Survival and Interpretation of the Provisions of the Contract, Third-party Beneficiaries

Such provisions of the Contract the effect of which, under the terms of the Contract or the nature of the provisions, survives the termination of the present Contract shall also remain in effect after the expiry or termination of the Contract.

If any provision of the present Contract is held unenforceable by a competent court or other competent authority, such provision shall not affect any other provisions of the Contract but may be modified to the extent necessary to render that provision enforceable while taking into account to the fullest extent possible the intention of the Parties, as included in the Contract.

11. Assignment

The present Contract may not be assigned or otherwise transferred without the prior written consent of the other Party, except that Forvis Mazars may assign its rights and obligations under the present Contract to any member of the Forvis Mazars Group. Neither Party consents either directly or indirectly to their claims against the other Party arising from the present Contract being assigned or transferred to a third party.

12. Indemnification

The Client shall indemnify and hold Forvis Mazars, as well as the other members of the Forvis Mazars Group and their respective employees, harmless of and from any and all Claims for Damages submitted by third parties, except when a court finds in a final, non-appealable ruling that the above occurred primarily as a result of a malfeasance by Forvis Mazars, any other member of the Forvis Mazars Group, or their respective employees. In cases when a court finds in a final, non-appealable ruling that the provisions of the present clause are partly or wholly invalid, the combined liability of Forvis Mazars, other members of the Forvis Mazars Group and their respective employees with respect to a given Claim for Damages shall not exceed the extent that the weight of their acts represents relative to other acts contributing to the occurrence of the Claim for Damages. The release and indemnification from Claims for Damages submitted by third parties, as far as legally possible, shall mean, among other things, the following: the Client joining the lawsuit (or other proceedings aimed at settling a legal dispute), the satisfaction of third parties' Claims for Damages against Forvis Mazars, as well as the payment to Forvis Mazars of the documented costs incurred in connection with such Claims for Damages. Forvis Mazars shall inform the Client without delay of any damage, costs and other liabilities arising as a consequence of third parties' Claims for Damages. Forvis Mazars shall not be liable for the use of the materials delivered in the framework of the Service by third parties, or the consequences of such use.

13. Governing Law and Jurisdiction

The present Contract shall be governed by and construed in accordance with the statutes and other provisions of law of Hungary (without giving effect to the choice of law provisions of that country). The courts of Hungary shall have exclusive jurisdiction in any lawsuits and proceedings arising from the present Contract or related thereto. The Parties hereby expressly and irrevocably (i) accept and submit to the exclusive jurisdiction of the abovementioned courts in such lawsuits and proceedings, and (ii) to the fullest extent permitted by law, waive their right to refuse the competence of the given court with reference to lack of jurisdiction.

14. Electronic Communication

Unless they expressly agree otherwise, each of the Parties shall assume that the other Party accepts the sending of confidential and non-confidential documents and other communication related to the Contract, properly addressed, by fax, e-mail (also including information otherwise sent via the internet). In case of Outsourcing Services, the only accepted communication channels for the purpose of communication and transmission of materials are: written correspondence (postal mail), electronic mail, sending via FTP server, Signals, InControl.

The Parties shall accept declarations sent electronically as properly notified. Each of the Parties shall be responsible for the protection of respective systems and interests.

15. Entire Agreement, the Amendment and Validity of the Contract

Any terms negotiated prior to the execution of the Contract of Services shall constitute part of the Contract only if the present Contract expressly provides for them. The present Contract supersedes all prior agreements and understandings, whether written or oral, related to the subject of the Contract. Any amendment of the Contract shall be valid only in a written form, signed by the duly authorized representatives of both Parties, provided however, that the extent of the Services identified in the Contract of Services may be modified also by way of the written agreement of the Parties (including messages sent by e-mail or fax). In case Forvis Mazars has already commenced the work (for example, in the form of gathering information, project planning or the provision of initial consultancy), the Client acknowledges that the Contract entered into effect on the day when the work was commenced.

16. Limitation of Warranty

The present Contract governs the provision of the Services. Forvis Mazars warrants that it provides the Services in good faith and with due professional diligence that may be expected. Forvis Mazars shall not undertake any other express or implied warranty.

17. Other Clients

The present Contract shall not exclude or limit in any way the provision by Forvis Mazars or any other member of the Forvis Mazars Group of services to other clients (also including services that are identical or similar to the Services) or the use by Forvis Mazars of the knowledge, experience or skills acquired in the course of the provision of the Services for any purpose, or publishing the same, in compliance with the confidentiality obligation included in Section 9, even in case the interests of such clients are in conflict with the interests of the Client. Similarly, if Forvis Mazars is in possession of any information that it acquired bound by a confidentiality undertaking toward another client or a third party, Forvis Mazars shall not be bound to share such information with the Client or to use the same for the benefit of the Client, however relevant it may be from the point of view of the Services.

18. Employees

Both Forvis Mazars and the Client agree that they shall not, either directly or indirectly, employ, offer employment to, hire or submit any order to any employee of the other Party, or business associations in the scope of interest of such persons, who participated in the provision of the Services or were otherwise directly related to the present Contract. The term of this limitation shall be 12 months from the termination of the Contract between Forvis Mazars and the Client. In case the Client nonetheless engages in some form of contact with the Forvis Mazars employee in breach of the Contract, the Client shall pay to Forvis Mazars as contractual penalty an amount equalling twelve (12) times the employee’s salary and benefits in his or her last month of employment by Forvis Mazars.

19. The Destruction of Working Documents

Documents, electronic or otherwise, that Forvis Mazars retains after the provision of the Services (also including documents that are proprietary to the Client) may be regularly destroyed in accordance with the internal regulations of Forvis Mazars in effect at any given time.

20. Marketing Materials

Neither of the Parties may use the commercial or service trademarks, logos and/or brand names of the other Party in any external PR materials without the prior written consent of the other Party.

21. The Use of the Client’s Name

Notwithstanding anything contrary in the present Contract, Forvis Mazars may include references to the Client’s name and the Services provided for it in its internal data management systems, as well as in any marketing and PR materials for the purpose of giving a description of its work so far.

22. The Resolution of Legal Disputes

The Parties agree that they shall attempt to resolve any and all legal disputes and claims arising out of or in connection with the present Contract, within the shortest possible time, by way of negotiations conducted in good faith between members of the top management of the Parties. If the legal dispute is not settled in the framework of such negotiations between executive officers within 60 (sixty) days from the date when the procedure is initiated, the Parties may take legal action. The provisions of this section shall not in any way prevent either of the Parties from taking legal action prior to or after initiating the settling of legal issues in order to protect their intellectual property, business secrets or confidential information, as well as to secure any statutory right or legal remedy.

23. Fees

The fees payable for the Services, as well as the Client’s obligation to pay such fees, shall not depend on the conclusions reached in the framework of the Services or the results of the advising. Fees determined in a foreign currency shall be paid in the amount and in the currency specified on the invoice to the bank account of Forvis Mazars.

The Client acknowledges that Forvis Mazars reserves the right to determine the manner of invoicing in its Contracts of Services, on a case-by-case basis.

Forvis Mazars reserves the right to extend, amend or change these manners of invoicing at any time. Forvis Mazars shall notify the Client of any such changes within 8 business days, unless agreed differently in the Contract of Services.

The fees charged for the Services shall be determined on the basis of the actual amount of time devoted to the provision of the Services, the hourly rates of the person providing the Services (also including the Services provided by the Subcontractors), as well as the methods, approaches, and know-how used. The actual amount of time spent on the provision of the Services may be different from the estimate given at the time of the price quotation.

If the fees charged for the Services are not in the category of fixed fees, then the fees charged for the Services shall be determined on the basis of the actual amount of working time devoted to the provision of the Services, the hourly rates of the person providing the Services (also including the Services provided by the Subcontractors), as well as the methods, approaches, and know-how used. The actual amount of time spent on the provision of the Services may be different from the estimate given at the time of the price quotation. The determination of the fixed fees may also be different in case of fixed fee, similar or the same Services.

In case of Services invoiced at an hourly rate, the hourly rates of Forvis Mazars employees depend on their position. The hourly rates of the Forvis Mazars employees are subject to change on the basis of promotions. The hourly rates are also valid for the Services provided by the Subcontractors, excluding, however, the Services provided by other member companies of the Forvis Mazars Group.

The Client acknowledges that the fees payable in connection with Services provided by other members of the Forvis Mazars Group shall be invoiced on the basis of the rates in effect at the given member companies, including services invoiced at a fixed or at hourly rates.

Forvis Mazars reserves the right to increase its fees for all the services it provides and those specified in individual contracts in accordance with the annual average consumer price index published by the Central Statistical Office compared to the fees valid on December 31 of the year preceding the publication of the consumer price index (price adjustment based on inflation rate). Such adjustment may be applied once a year upon the official publication of the announcement of the Central Statistical Office containing the annual average consumer price index, of which Forvis Mazars informs the Client 15 days before the effective date of the adjustment. In connection with the application of the fee adjustment, given that it does not qualify as an amendment to the individual assignment contract, the Client is not entitled to an extraordinary right of termination.

Forvis Mazars also reserves the right to initiate and continue negotiations with the Client in addition to the inflation-adjusting fee adjustment above, in the event that economic circumstances justify Forvis Mazars increasing the fees beyond the rate of inflation.
If the Services are not performed partly or wholly for reasons arising in the scope of interest of the Client, the Client shall pay a pro-rated part of the fee that is proportionate to the work performed, regardless of whether the service constituting the subject of the Contract of Services is invoiced at a fixed rate or an hourly rate. For services provided by the Financial advisory services, the basis for settlement between the parties is always the actual hours incurred by Forvis Mazars and the hourly rates associated with these hours, with a maximum of the total assignment fee agreed upon in the Contract of Service.
The fees charged for the Services shall not include the expenses incurred by Forvis Mazars in the course of the provision of the Services, except if the Parties agreed otherwise for the given assignment. Any reasonable expenses incurred by Forvis Mazars in connection with the provision of the Services, the fees for intermediated services, Subcontractor’s performances, as well as the consideration for products and services purchased (including, without limitation, the costs of travel, provisions, fees of public notaries and lawyers, translation and interpreting costs, as well as procedural fees and costs) shall be invoiced in addition to the fees for the Services.

With regard to travel costs, Forvis Mazars shall purchase first-class tickets in case of rail travel, economy class in case of flights within Europe, and business class or equivalent in case of flights outside of Europe. Forvis Mazars shall obtain the approval of the Client for expenses exceeding EUR 3,000 (three thousand euros), and shall deliver copies of the invoices for such expenses to the Client if requested by the latter.

Forvis Mazars reserves the right to invoice the fees for the Services on an ongoing basis, proportionately to the part of the Services rendered, as well as to require the payment of an advance prior to the actual commencement of the Services, simultaneously with the execution of the Contract, the extent of which shall be typically, unless the parties agree otherwise, 40% (forty percent) in case of Services the fee for which exceeds EUR 1,000 (one thousand euros). Forvis Mazars reserves the right to require an advance payment of the expenses in case the amount of such expenses is expected to exceed EUR 500 (five hundred euros).

If the work constituting the subject of the assignment is suspended for more than thirty (30) days for reasons not attributable to Forvis Mazars, the proportionate part of fees payable to Forvis Mazars shall become due. In case additional time is spent by Mazars by reason of not receiving the information necessary for the continuation of the work constituting the subject of the assignment in a timely manner or proper form, the revision of the fees related to such additional time spent will be necessary.

Forvis Mazars may offset any amounts claimed from the Client against any claims the Client may have against Forvis Mazars.

24. Data Protection

Forvis Mazars processes personal data, as defined in the relevant provisions of law, handed over by the Client in the interest of the provision of the Services (hereinafter: the “Client’s Personal Data”). Forvis Mazars may only process the Client’s Personal Data in accordance with the provisions of the Contract of Services, the mutual agreement of the Parties, and the instructions of the Client. The Client’s Personal Data shall consist of the personal data of the Client’s employees, agents, directors, as well as the Client's legal representatives, as required by the anti-money laundering regulations and other applicable regulations. The Client hereby certifies that it is fully authorized under the relevant provisions of law as necessary for the processing and the forwarding to Forvis Mazars of the personal data, as well as to instruct Forvis Mazars to process the Client's Personal Data and agrees to only provide Forvis Mazars with accurate and up-to-date personal data.

At the request of the Client, Forvis Mazars shall only use the Client's Personal Data for the purposes included in the Contract and/or mutual agreements, as well as for the purpose of compliance with the anti-money laundering regulations and other applicable regulations.

The Client hereby consents to Forvis Mazars using the Client’s Personal Data, as defined above, for marketing purposes (e.g. commercial communication – direct mailing). The Client may verify and/or update the Personal Data used for marketing and direct mailing purposes and may revoke its permission to process such data for marketing and direct mailing purposes at any time, by way of giving notice to Forvis Mazars at the address indicated in the Contract of Service.

Forvis Mazars hereby informs its Clients that all information necessary for the performance of the tasks pursuant to the legal relationship between them – including, without limitation, data, legal deeds and other documents – are stored in cloud-based storage (Microsoft SharePoint, OneDrive or other secure client portal), and also uses other online collaboration and reporting tools (e.g. Teams, Onenote, todo, PowerBI, etc.) to which the Client expressly consents by way of signing the contract of services.

25. The data controlling and data processing activities of Forvis Mazars generally and by business line

Forvis Mazars informs the Client that its data controlling activity is governed by the effective version of its Privacy Policy, and declares that, with respect to the data controlled by it in connection with the Contracts of Services, it shall comply with the provisions of the effective version of the Privacy Policy of Forvis Mazars.

The Parties agree that Forvis Mazars may process personal data on behalf of the Client as a data controller on the basis of certain services under the Contract of Services and, in this case, with the consent of the Client, shall perform the data processing activities necessary for the provision of the service on the basis of the provisions of this clause (clause 25) without a separate data processing agreement. Forvis Mazars shall be predominantly considered a processor in the course of the provision of its services, and therefore the Client is referred to in this section as the Controller and Forvis Mazars as the Processor.

The Client declares that by accepting these General Terms and Conditions, it consents to the processing of its personal data without a separate data processing agreement and that in all other cases where Forvis Mazars is considered as a controller, it shall act in accordance with the Privacy Policy in force at the time.

The subject of the data processing: The controlling of the personal data of natural person data subjects in a legal relationship with the Client, by way of the processing of the Client’s accounting vouchers, the performance of payroll accounting, social security administration and record-keeping tasks related to the salary, cafeteria, expense reimbursement and other welfare and social benefit payment obligations of the Client to its employees, as well as the performance of reporting and data supply obligations on employment relationships at the Client to the authorities; in addition, the performance of the notification, tax payment and tax returns filing obligations for employees posted to the Client.

An accounting voucher shall be understood as a document (invoice, contract, agreement, report, bank statement, provisions of law or other document that may be qualified as such) that is prepared and issued by the Client as a business entity or by a natural or legal person in a business or other relationship with the Client – regardless of whether it is printed or produced by some other means – that supports the posting (documentation) of an economic event in the accounting books, (Section 166 of the Accounting Act). It is not necessary to obtain the prior consent of data subjects for the use of the data processor, but they shall be informed, which is the task of the Client.

The term of the data processing: for the duration of the contract with the Client, but maximum until the end of the period for which the Client is required to retain the document on the basis of a provision of law (in accordance with the Act on Accounting, 8 years (Section 169), 50 years, or without a time limit).

The nature and the purpose of the data processing: The performance of the Client’s tax, contribution and accounting obligations, as well as the performance of obligations related to labour law and payroll accounting.

In the area of accounting and payroll accounting, the performance of the Client’s tax, contribution and accounting obligations, also including the maintenance of general ledger records, the preparation of summary postings, the compilation of the annual report, the analysis of the data in the report and the accounting records, the drawing of conclusions serving as the foundation of the economic decisions. The performance of tasks related to employment law and payroll accounting. The Processor guarantees that it shall not control or use the personal data controlled in the framework of the above tasks for any other purpose.

In the area of tax consultancy (expat), the purposes of the data processing are the facilitation of the performance of the tax and social contribution payment, as well as immigration registration obligation of employees posted abroad, as well as the provision of expat-related advising service.

The Processor guarantees that it shall not control or use the personal data controlled in the framework of the above tasks for any other purpose.

The types of personal data:

a) The natural personal identification data of the natural person (including previous name and title), their sex, citizenship, place and date of birth, mother’s maiden name, tax identification number, social security number (TAJ number), the start and end date of the employment, tax number, and in case of tax advising, the registration certificate and residence permit.

In addition to the above: Permanent and temporary address, telephone number (private), marital status, level of education, number of certificate evidencing qualification, name of institution issuing such certificate, vocational qualification, number of certificate evidencing vocational qualification, name of institute issuing such certificate, language skills, level of language skills, number of document evidencing language skills and their levels, entitlement to pension, pensioner registration number, monthly amount of pension, year of retirement, number of dependent children living in same household, place(s) and date(s) of birth of such child(ren), mother’s name(s) of such child(ren), social security numbers of such child(ren), tax number(s) of such child(ren), entitlement to maternity benefit (GYES) or childcare allowance (GYED), employment with other employer(s), status as sole trader, certificate of employment issued by previous employer, data sheet issued by previous employer on taxable incomes, certificate issued by previous employer on social contributions paid, name of employer, start and end date (in case of previous) employments, position, name of supervisor, cost centre, gross salary, working time, trial period, domestic bank account number, number of leave days, number of leave days used, fact of sick leave, length of sick leave, name(s) of previous employer(s), length of professional experience with previous employer(s), gross salary requirement, sick leave certificate issued by hospital (e.g. previous illnesses), information not linkable to Forvis Mazars services (e.g. court decision on child care due), personal data of spouse, marriage and birth certificates, e-mail address (private), EGYKE, in case of tax advising and expat service, also the apartment rental agreement and contract of posting.

In the area of accounting and payroll accounting services, in addition to the above: The receipt of jobseeker’s benefit (at the starting date of employment); the duration of receiving jobseeker’s benefit; the fact of holding an Erzsébet Voucher Plus card; CV; IT skills; areas of interest (specialisation); license plate number; Illness code (on patient records); E-mail address (private); result of occupational health (aptitude) test.

In addition, in the area of tax advising: Marriage and birth certificates, E-mail address (private), EGYKE; in case of expat service, also the apartment rental agreement and contract of posting.

b) Health data, personal data pertaining to trade union membership, in case the Labour Code attaches any consequence of employment law or the Tax Code attaches any consequence of tax law to such data, on the basis of Article 9 (2), point b) of the GDPR.

c) In the area of tax advising, copies of the personal documents of data subjects.

Copies shall be made in the interest of the performance of the obligations under the following provisions of law:

Act CL of 2017 on the rules of taxation
Act CLI of 2017 on the rules of tax administration
Act CXVII of 1995 on personal income tax
Act LXXX of 1997 on the eligibility for social security benefits and private pensions and the funding for these services
Government Decree 95/1997. (XI. 5). on the implementation of Act LXXX of 1997 on the eligibility for social security benefits and private pensions and the funding for these services
Act II of 2007 on the entry and stay of third-country nationals
Government Decree 114/2007. (V. 24). on the implementation of Act II of 2007 on the entry and stay of third-country nationals
Act I of 2007 on the entry and residence of persons with the right of free movement and residence
Government Decree 113/2007. (V. 24). on the implementation of Act I of 2007 on the entry and stay of persons with the right of free movement and residence
Ministerial Decree 25/2007. (V. 31). IRM on the implementation of Act I of 2007 on the entry and stay of persons with the right of free movement and residence and Act II of 2007 on the entry and stay of third-country nationals.
Ministerial Decree 28/2007. (V. 31). IRM on the fees for procedures related to the entry and stay of persons with the right of free movement and residence and the entry and stay of third-country nationals.
Government Decree 45/2013. (XI. 28). on the permitting of the employment of third-party nationals in Hungary on the basis of a non-combined application procedure, on the exemption from the permitting obligation, on the involvement of the labour centres of capital city and county government offices in the combined application procedure in their capacity as specialised authority, on the notification of the employment in Hungary of third-party nationals that are not subject to permitting, and on the payment of wages.
Act LXVI of 1992 on the keeping of records on the personal data and address of citizens.
Government Decree 146/1993. (X. 26). on the implementation of Act LXVI of 1992 on the keeping of records on the personal data and address of citizens.
Act LXXXIV of 1998 on the support of families
Government Decree 223/1998. (XII. 30). on the implementation of Act LXXXIV of 1998 on the support of families
Act CLVI of 2011 on the amendment of tax laws and other related regulations

The categories of the data subjects: employees of and others working for the Client, persons receiving benefits, contractual parties of the Client (suppliers, customers), in cases prescribed by the law, family members of the employees.

Rights and obligations of the Client (Controller):

The Controller is entitled to check at the Processor the performance of the activity according to the contract.

The Controller shall be responsible for the lawfulness of its instructions related to the tasks specified in the contract; at the same time, however, the Processor shall immediately notify the Controller if the instruction of the Controller or the execution of the same would violate any provision of law.

It shall be the obligation of the Controller to inform the natural person data subjects of the data processing according to the present contract, and if required by law, to obtain their consent.

The rights and obligations of ForvisMazars as Data Processor

Right of instruction: In the course of its activities, the Processor shall only proceed in accordance with the written instructions of the Controller.

Confidentiality: The Processor shall ensure in the course of its activities that – provided that they are not otherwise subject to a suitable confidentiality obligation based on a provision of law – the persons authorised to have access to the personal data of the data subjects undertake confidentiality obligations with respect to the personal data they have access to.

Data security: Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Controller shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk. The Controller shall take steps to ensure that any natural person acting under the authority of the Controller who has access to personal data does not process them except on instructions from the controller, unless he or she is required to do so by Union or Member State law. The Processor shall ensure that only duly authorised persons have access to the data stored, via an internal system or by way of direct access, and only in connection with the purpose of the data controlling. The Processor shall ensure the necessary, regular maintenance and development of the devices used. The devices used for the storage of the data shall be placed in a locked room with suitable physical protection, and the Processor shall also provide for its physical protection. The Processor shall use persons of suitable knowledge and experience in the interest of the performance of the tasks specified in the contract. The Processor shall present the technical and organizational measures in detail in its IT Security Policy, into which the Client may receive an insight, to the extent necessary, on the site. Further, the Processor shall ensure the preparation of the persons used by it with respect to data protection provisions of law to be complied with, the obligations undertaken herein, as well as the purpose and manner of the recording of the data.

The use of sub-processors: The Processor agrees that is shall only use sub-processors in case of satisfying the conditions prescribed in the GDPR and in the Information Act. The Controller hereby gives a general power of attorney to the Controller to use a sub-processor (subcontractor). The Processor hereby informs the Controller that it uses the following sub-processors:

Name of sub-processor: Telekom Rendszerintegráció Zrt. (1097 Budapest, Könyves Kálmán körút 36. tax number: 12928099-2-44, company registration number: 01-10-044852). Task: operation of information technology systems (network, servers, firewall).

In addition to the above, in the areas of Accounting and Payroll Accounting:

Name of sub-processor (payroll services): Nexon Kft. (1138 Budapest Váci út 186, tax number: 10245264-2-41, company registration number: 1-09-062647). Task: developer and operator of payroll accounting software.

Name of sub-processor (accounting services): DAX Consulting Kft. (1087 Budapest Könyves Kálmán krt. 48-52., tax number: 14335130-2-42, company registration number: 01-09-899321). Task: Developer and operator of MS Axapta accounting software.

On the basis of this information, the Controller may raise an objection against the use of a sub-processor, in which case the Controller may only that sub-processor in case of satisfying the conditions specified in the objection. Where the Processor engages a sub-processor for carrying out specific processing activities on behalf of the Processor, the same data protection obligations as set out in the contract between the Controller and the Processor shall be imposed on such sub-processor by way of a written contract, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the GDPR. Where the sub-processor fails to fulfil its data protection obligations, the Processor shall remain fully liable to the Controller for the performance of the sub-processor's obligations.

Cooperation with the Controller:

In the course of its activities as Processor, Forvis Mazars shall assist the Controller by all suitable means to facilitate in the interest of the enforcement of the rights of the data subjects and the performance of its related obligations.
Forvis Mazars as Processor shall assist the Controller in the performance of the obligations according to Articles 32 to 36 of the GDPR (Security of processing, Data protection impact assessment and Prior consultation), taking into account the nature of the data controlling and the information available to the Processor.
Forvis Mazars as Processor shall, in case of a personal data breach, notify this fact to the Controller without undue delay and, where feasible, not later than 24 hours after having become aware of it.
Forvis Mazars as Processor shall make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including on-site inspections, conducted by the controller or another auditor mandated by the controller. With regard to this point, the Processor shall immediately inform the Controller if, in its opinion, an instruction infringes the GDPR or other Union or Member State data protection provisions.

The return of data and vouchers during the term of the contract: After the completion of the processing, the Processor shall return to the Controller the accounting vouchers and payroll accounting materials applicable to the given year by 31 May of the following year, and shall retain the electronically stored data, lists and records until the termination of its legal relationship with the Controller, but in any case not later than the time limit prescribed for the retention of vouchers in the Accounting Act, i.e., for 8 years (Section 169), or until the end of the retention period for payroll accounting data (50 years, or without a time limit).

Procedure in case of the termination of the Contract: The termination of the Contract of Services shall also entail the termination of the present data processing contract (if any). Upon the termination of the present contract, Forvis Mazars as Processor shall – in the absence of a different agreement between the parties – return to the Controller all documents, accounting vouchers and records in its possession in accordance with the Contract of Services and shall transmit electronically managed data, lists and records to the Controller, or in case the Controller is not able to receive such data electronically, it shall hand over the data in a hard copy (printed) form. The database established related to the provision of the service, also containing electronically recorded personal data, shall be retained at the Company also after the termination of the legal relationship, in the interest of any subsequent audit by the competent authorities (e.g. NYENYI, employment status) and self-revisions, as well as for the enforcement of claims arising from the legal relationship between the Client and the Company. After the termination of the agreement, Forvis Mazars will continue to act as a data processor, since the retention of the data, as arising from the contract of service concluded with the Controller, shall take place on behalf of the Controller, in the interest of the contractual service-related supply of data, self-review and the enforcement of rights. The retention period for the personal data in the electronic database shall be the time limit for the enforcement of claims (5 years after the termination of the contract, or in case of a pending legal dispute, until the conclusion of the same with legal effect, or until the completion of the revision or re-opening of the case), and depending on the nature of the data, until the end of the statutory retention period (8 years, 50 years, without a time limit). After the termination of the legal relationship between the parties, the Controller shall have the obligation to ensure the retention of the data, records and accounting vouchers, also including the electronically stored forms and data, as required by the relevant provisions of tax and accounting laws.

The Parties declare that they consider the provisions of this Clause 25 as a data processing agreement between them, also without drawing the same up in a separate document.

26. Cross-border Transmission of Data

The Client acknowledges that Forvis Mazars may transmit the Client’s Personal Data across regional or national borders (also including to countries outside of the territory of the European Union), including to members of the Forvis Mazars Group and to Subcontractors, if Forvis Mazars has reason to assume that this would duly facilitate the provision of the Services and provided that such transmission of data is in compliance with the relevant provisions of law.

27. Returning of Personal Data

Upon the termination or expiration of the Contract, Forvis Mazars shall return the Client’s Personal Data, and the Client shall return Forvis Mazars’ Personal Data (if made available), except in case (1) such data have been returned or destroyed earlier on the basis of the Contract of Service, (2) the Parties agreed otherwise, or (3) a relevant provision of law requires otherwise

28. Delivery of Documents

At the request and expense of the Client, Forvis Mazars shall deliver to the Client all paper-based documents provided by the Client in the course of the provision of the Services. This shall not apply, however, to the correspondence between Forvis Mazars and the Client, the internal documents of Forvis Mazars, as well as to such other documents that Forvis Mazars is required to retain on the basis of the relevant provisions of law, such as anti-money laundering legislation. Forvis Mazars may make copies of the documents to be returned to the Client and may retain these in its own files. The costs incurred in the process of the above may be charged to the Client if these copies are necessary for the purpose of enabling Forvis Mazars to prove that it has discharged its professional obligations. The Client is required to take receipt of the documents returned by Forvis Mazars within 3 months after requesting Forvis Mazars to return them. If the Client fails to take receipt of the documents within the above time limit, Forvis Mazars may return the documents to the Client at the latter's cost or charge the Client for the cost of storage. In the absence of a written instruction by the Client otherwise, Forvis Mazars is also entitled to destroy the paper-based and/or electronically stored documents after ten years, if some of the documents to be destroyed are the property of the Client. If the Client wishes to retain the documents for a longer period of time, it shall give Forvis Mazars prior notice of its intention, and Forvis Mazars may charge the Client for the cost of storage related to the above.

29. Information Security

The Client acknowledges and accepts that Forvis Mazars operates an Information Security Management System in accordance with EN ISO 27001 and has a certificate of operation issued by an accredited certifier. The Client agrees that the procedures and policies of Forvis Mazars’s Information Security Management System are binding on both parties during the term of the legal relationship between the Client and Forvis Mazars, and that they shall comply with the requirements of the Information Security Management System in particular, but not limited to, the following:

Correspondence and all other communications between Forvis Mazars and the Client, through either party’s electronic communication or email system, shall be deemed written correspondence by Forvis Mazars and may be used and presented as evidence in court if Forvis Mazars becomes a party to litigation. By accepting the present General Terms and Conditions, the Client acknowledges that it has received this information.
Forvis Mazars is only entitled to request evidence of communications through the Client’s IT system (e.g. in case of a request from a public authority) on the basis of its legitimate interest, justified by the necessary balancing of interests and justified in writing.
Forvis Mazars may log and monitor all activities performed on the systems made available to the Client, using the user ID provided for the Client.
The Client shall keep the user ID and password provided to it in confidence, shall not disclose them to any other person, shall use the user ID for its intended purpose only, and shall not use it for any purpose causing damage. The Client acknowledges and accepts that Forvis Mazars uses an MFA system, and that the Client it shall be fully liable for any incident related to the user ID provided for it.
The Client undertakes an obligation that in case it wishes to delegate a replacement for a person using the user ID provided to a particular employee, it shall not transfer the previous user ID and password to that person but will request in writing to Forvis Mazars the revocation of the user ID and the simultaneous setting up of a new user ID for the new employee.
The Client undertakes to report to Forvis Mazars’s designated contact person any problems arising from the use of the IT resources made available by Forvis Mazars.
The Client acknowledges and agrees that Forvis Mazars is obliged to report information security and data protection breaches to the relevant authorities (National Cyber Security Institute and National Authority for Data Protection and Freedom of Information), as defined in the applicable legislation, in relation to which the Authorities have the right to investigate. In the course of such investigations, the Authorities shall have the right to contact all data subjects with access to Forvis Mazars information systems and to collect information from them, including, where applicable, the Client.
The client acknowledges and accepts that Forvis Mazars uses the Forvis Mazars Group's central collaboration platform (Signals) for the secure sharing of information in order to preserve the confidentiality of information exchange with its clients. Forvis Mazars receives information and data from its clients on this platform and makes information and data available to its clients on this platform. In order to maintain and preserve its information security certificate, Forvis Mazars can only deviate from this in special, extraordinary cases, based on individual assessment. In these cases, Forvis Mazars does not take responsibility for the security of the shared information and data, their secure handling is the responsibility of the Client.
If Forvis Mazars provides the Client with IT equipment, the Client undertakes to ensure:
- the preservation of the condition and proper use of the equipment it uses;
- the continuous monitoring of mobile devices;
- the prompt reporting to Forvis Mazars of any malfunction detected in the equipment it uses, in the manner and/or to the person specified by Forvis Mazars;
- upon the termination of the legal relationship for whatever reason, the return of all assets belonging to Forvis Mazars which have been issued to it and used by it, in the configuration and in working order received.

30. Conflicts of Interest / Auditor Independence

Forvis Mazars is entitled to terminate the provision of the Services with immediate effect, in writing, in case the Client creates a situation, or a situation otherwise emerges, that results in a professional conflict of interests pursuant to the rules of the professional organization or regulator supervising the activities of Forvis Mazars. Forvis Mazars shall, as far as possible notify the Client of such situations after it has become aware of the emergence of a situation resulting in a conflict of interests (which may, under the present Section, also involve the termination of the Services). The Client shall be required to pay for the Services provided and the costs incurred until the day when Forvis Mazars has become aware of the situation resulting in a professional conflict of interests.

As far as possible, Forvis Mazars shall review the situations in which the possibility of a conflict of interest is inherent before commencing the provision of the Services to the Client. Nevertheless, since Forvis Mazars provides a diversity of professional services to its Clients, it is unable to fully identify all situations that may cause a conflict of interests for its Clients. For this reason, the Client shall inform Forvis Mazars as soon as possible of all such situations in which the possibility of a conflict of interests may be inherent which may be related to the Services provided for the Client. In cases where either Forvis Mazars or the Client identifies a potential conflict of interests, and Forvis Mazars is of the opinion that the interests of the Client may be properly enforced in by way of introducing the appropriate measures, Forvis Mazars shall discuss such procedures with the Client.

31. Information Concerning the Prevention and Combating of Money Laundering and Terrorist Financing

The Client acknowledges that, in connection with the contractual relationship, Forvis Mazars has satisfied the due diligence obligation imposed by Sections 7 to 10 of Act LIII of 2017 on the Prevention and Combating of Money Laundering and Terrorist Financing, and consequently, the data of the Client and its representative, as well as of the contractual relationship, as required by law, have been duly recorded on separate data forms. Pursuant to Sections 11 to 12 of Act LIII of 2017 on the Prevention and Combating of Money Laundering and Terrorist Financing, Forvis Mazars shall ensure during the whole term of the contract that the available data and documents pertaining to the Client and the contractual relationship are up to date. With a view to the above, the Client shall, within 5 (five) working days of learning of any change in the data provided in the course of the client due diligence procedure or in the person of the actual beneficial owner, notify Forvis Mazars of such changes. The Client acknowledges that, pursuant to Sections 30 to 37 of Act LIII of 2017 on the Prevention and Combating of Money Laundering and Terrorist Financing, Forvis Mazars is required to file a report to the authorities, without notifying the Client, if any information, fact or circumstance may suggest money laundering, or the origin of anything from criminal activity. The Client acknowledges that the performance of the above reporting obligation of Forvis Mazars shall not be considered as a breach of its confidentiality obligations.

With respect to all of its business lines, Forvis Mazars shall act in compliance with the relevant provisions of laws and policies in connection with the prevention and combating of money laundering and terrorist financing.

32. Compliance with Act XXXVII of 2013

If Forvis Mazars becomes intermediary in course of its service provision based on the Sections 43/U – 43/Z of the Act XXXVIII of 2013 (Act on International cooperation on taxes and other liabilities, hereinafter: “Aktv”) and the service relates to cross-border arrangements (Annex 4 of Aktv) that Forvis Mazars has to report to the Hungarian Tax Authority with the content prescribed by Section 43Y paragraph 2, then Forvis Mazars will submit the obligatory notification, or if more than one intermediary assist the cross border arrangement and Forvis Mazars becomes liable to notify them, Forvis Mazars will take the necessary actions. The Hungarian legislation is based on EU Council Directive 2011/16/EU being modified with the said obligation with the Council Directive 2018/822/EU. This obligation is also known as DAC6.

33. The use of artificial intelligence

Artificial intelligence (AI) has started to be used in many areas of life (self-driving cars, data analyses, personalised recommendations, client experience, healthcare, etc.), as it offers many opportunities to make the work done by humans more efficient and easier. The importance of this topic is demonstrated by the fact that European-level regulation has already started to boost innovation, while also aiming to ensure the protection of data security and fundamental rights.

The Client therefore accepts that Forvis Mazars may use artificial intelligence in the provision of the Services in a controlled and prudent manner in all cases. In doing so, Forvis Mazars will only allow the use of AI solutions that are in line with the company’s values and strategy, as well as with current legislation and industry standards.

During its service provision and the operation of the supporting IT infrastructure, Forvis Mazars exclusively uses so-called generative artificial intelligence (GenAI), whose provider guarantees both the confidentiality of Forvis Mazars' customer and own business information and data, and that it does not use the communication conducted during the use of GenAI for the development of GenAI. Forvis Mazars carries out all GenAI communications in a regulated manner, under professional and information security supervision.

Generally, the use of AI solutions is only permitted for purposes that support the business performance and operational efficiency of the company, but in no circumstances will the high level of service and professional reliability contractually agreed to by Forvis Mazars be compromised.

Forvis Mazars requires ethical, transparent, safe and professionally responsible use of AI-based applications by all its employees, whether they are publicly available AI applications (e.g. ChatGPT, solutions integrated into Microsoft applications) or proprietary applications of its own development. To achieve this, Forvis Mazars’s management oversees the development and implementation of the company's AI strategy, the regular review of the regulations and their harmonisation with current legislation.

34. Closing Provisions

The present General Terms and Conditions shall be effective from 3 June 2024. This version shall supersede all prior versions, regardless of any other terms and conditions included in the offers or similar documents. Forvis Mazars reserves the right to modify these Terms and Conditions from time to time and/or to supplement them with additional terms and conditions in case of concrete consultancy Services. If the Client retains Forvis Mazars after the modified Terms and Conditions are published, this shall be deemed as an acceptance and approval of the modifications of the Terms and Conditions.

The Client declares that it has become acquainted with and acknowledges the present General Terms and Conditions, with the provision that the contract between the Parties is concluded with these Terms and Conditions also in case the actual executed contract is not prepared for any reason, but the Service is provided, and the invoice is paid by the Client.

If these General Terms and Conditions are also provided in any other language, the Hungarian version shall be applicable in case of any difference between these versions.

¹: Services include services provided by tax, legal, outsourcing, innovation, M&A and transaction advisory services, sustainability services, financial advisory services.

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Forvis Mazars - General Terms and Conditions - December 2024

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