Terms & Conditions of Tarifize

1. PREAMBLE AND NATURE OF THE AGREEMENT

These Terms and Conditions (“Terms”) constitute the general terms and conditions of the Provider within the meaning of Section 6:77 of Act V of 2013 on the Civil Code of Hungary (“Ptk.”).
The Terms govern the Customer’s access to and use of the Service, a software-as-a-service platform operated by the Provider under the name “Tarifize” (the “Service”) and made available online on a subscription basis. Under these Terms, the Provider grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for its authorised Users during the term of the applicable Subscription, solely for the Customer’s internal business purposes and subject to the restrictions and the payment of fees set out in these Terms.

2. DEFINITIONS

“Administrator” means an authorized User designated by the Customer who has been granted permissions to manage the Customer’s account. This includes, but is not limited to, inviting or removing Users, accessing all User activity and Output, auditing uploaded documents, exporting data, and managing billing or Subscription settings.
"Agreement" means the entire legal relationship and binding contract between the Provider and the Customer. It consists of these Terms, the specific subscription package description selected by the Customer, and, where applicable, the Software License Agreement or any written Order Forms, custom commercial agreements, or annexes signed by the parties. Where the Customer has signed a separate Software License Agreement, that document shall be read in conjunction with these Terms. In the event of any direct conflict or inconsistency between the provisions of the Software License Agreement and these Terms, the provisions of the Software License Agreement shall prevail, unless expressly stated otherwise in that agreement.
“AI Outputs” means any content generated by artificial intelligence or automated systems within the Service.
"API" (Application Programming Interface) means the proprietary set of programmatic interfaces and protocols provided by the Provider that allows the Customer’s own software or third-party systems to interact with the Service. This includes any associated documentation, security keys, and technical specifications. API access is a technical feature subject to specific Subscription limits and the security requirements set out in these Terms.
“As is” or “as available” means that the Service is provided in its current state with all its existing features, faults, and AI-specific characteristics.
“Customer Data” means all data, documents, files, content, or information uploaded, submitted, processed, or generated by the Customer or its Users through the Service.
“Customer” means the legal entity or organisation that enters into these Terms with the Provider and accesses or uses the Service.
“Customs broker licence” means a valid authorisation issued under Government Decree 283/2018 (XII. 21.) on customs representation, entitling its holder to act as a customs representative before customs authorities, or similar authorisation issued by the relevant authorities of other EU countries.
"DPA" or "Data Processing Addendum" means the Data Processing Addendum executed between the Customer (as Controller) and the Provider (as Processor), which forms an integral part of these Terms and is attached hereto, or incorporated herein by reference, and governs the processing of Personal Data in connection with the Service.
“Material Adverse Change” means any amendment to these Terms that materially increases the Customer’s fees, introduces new mandatory charges or materially expands the Customer’s payment obligations.
“Order Form” means the document, online registration page, or digital order process through which the Customer selects and agrees to a Subscription. It specifies the unique commercial terms applicable to the Customer, including the selected Subscription Package, applicable Fees, billing cycle, initial term, and any specific usage limits. Upon acceptance, the Order Form becomes an integral and binding part of these Terms.
“Parties” means the Provider and the Customer together under these Terms, and each of them individually a “Party”.
“Provider” means PDS Hungary Kft. (registered seat: 1052 Budapest, Deák Ferenc tér 3 MEYER LEVINSON emelet; company registration number: 01-09-441819), a company incorporated under the laws of Hungary, which operates and provides the Service and holds all relevant intellectual property rights.
“Service” means the software-as-a-service platform operated by the Provider under the name “Tarifize”, including all features, functionalities, interfaces, APIs, AI-based systems and related services made available to the Customer under these Terms.
"Software License Agreement" means the specific written contract signed by the Parties (if any) that sets out the particular terms of the license granted to the Customer.
"Subscription" means the specific service plan and commercial package selected by or assigned to the Customer. It defines the scope of the Service, the applicable fees, the billing cycle (e.g., monthly or annual), the number of authorized Users, and any specific usage limits or quotas (e.g., number of T-classifications or document uploads).
“Subscription package” (or Package) means the specific tier or version of the Service (e.g., Starter, Professional, Enterprise) that determines the features, API access, support levels, and technical limits available to the Customer as part of their Subscription.
“Subscription Term” means the period during which the Customer is entitled to access the Service under an active subscription.
“TARIC Code” means a 10-digit classification number used to identify goods during import or export within the European Union (EU).
“TARIC System” means a comprehensive electronic database that integrates all EU commercial and agricultural legislation. It ensures that all member states apply the same rules for customs duties and trade measures.
“Service Website” means the website and online interface operated by the Provider in connection with the Service.
“Transaction” means the processing of one item identified by a single TARIC Code through the Service, regardless of whether such assignment is generated automatically, reviewed by a user, repeated from previous classifications or included in a batch upload (for billing and usage measurement purposes).
“User” means any individual authorised by the Customer to access the Service under the Customer’s account.

3. ACCEPTANCE OF TERMS AND ELECTRONIC CONCLUSION

3.1. Acceptance of Terms
The Agreement between the Provider and the Customer is concluded when a corporate account is registered for the Service and the Provider makes such account available with at least one administrator User.
By submitting the registration form for a corporate account, accepting these Terms and the information on electronic contracting electronically, the Customer confirms that it has read, understood, and accepted these documents, and that the person completing the registration has the legal authority to bind the Customer. Using the Service or allowing any User to access the Service shall also constitute acceptance of these Terms.
3.2. Acknowledgment of electronic contracting information
The Customer expressly acknowledges that, prior to the conclusion of these Terms, the Provider has provided the mandatory information regarding the technical steps and conditions of electronic contracting in compliance with the Ptk. The Customer confirms that it has separately reviewed and accepted this information during the registration process as referenced in Section 3.1. The Customer agrees that its electronic acceptance constitutes a valid electronic statement having the same legal effect as a handwritten signature

4. DESCRIPTION OF THE SERVICE

The Service is a corporate, subscription-based web platform designed to support customs administration and trade compliance workflows by using artificial intelligence, structured data processing and human review workflows to interpret commercial and shipping documents, identify product information, and propose appropriate TARIC codes for goods. The Service may process information from multiple sources, including invoices, delivery notes, packing lists, Excel files, product lists and other commercial or logistics documents, and may generate structured outputs, explanations, review materials and export files to support the Customer’s customs-related processes. The Service may also enable the electronic submission of processed data and documentation to the relevant customs authority systems, including the Hungarian National Tax and Customs Administration (NAV), via available interfaces, as well as the retrieval and processing of documents, responses and other information received from such authorities. The Service is intended for business and professional use by corporate customers and their authorised personal user accounts.

5. USER ACCOUNTS AND RESPONSIBILITIES

5.1. Corporate account and administrators
The Customer may designate one or more administrator Users who are authorised to manage the corporate account, including creating, inviting, assigning, suspending, or removing additional User accounts, subject to the applicable subscription plan and seat limitations.
5.2. Responsibility and compliance
The Customer is solely responsible for all activities conducted through its corporate account and all associated User accounts. The Customer shall ensure that all Users comply with these Terms and maintain the confidentiality of all account credentials.
The Customer is responsible for all usage generated through its account, including any overage or excess usage charges incurred by its Users or integrated systems (e.g., API integrations). The Customer is also responsible for ensuring that it and its Users hold and maintain all licences, authorisations, qualifications, and internal approvals required for their use of the Service and reliance on its outputs.
The Customer shall remain liable for any breach committed through its account, except where directly caused by the Provider’s breach of its security obligations.

6. ELIGIBILITY AND IT REQUIREMENTS

6.1. Professional qualifications
The Service is intended exclusively for business-to-business (B2B) use by companies, organisations, and other legal entities acting in the course of their professional or commercial activities. The Service is not intended for consumer use.
A corporate account may only be registered and maintained by a company or organisation that holds the customs broker licence, authorisation or other professional qualification required for the customs-related activities it performs, where such authorisation is legally required.
Individual User accounts may only be assigned to employees, contractors or other authorised representatives of the Customer who access and use the Service in a professional capacity, including customs brokers, customs administrators, trade compliance specialists, logistics professionals or other qualified business users.
The Customer is responsible for ensuring that both the Customer and its Users possess and maintain all licences, permits, qualifications, training and authority required to use the Service and to rely on its outputs in their own business processes.
6.2. Technical requirements
The Customer shall be responsible, at its own expense, for providing, maintaining, and ensuring the compatibility of all necessary technical infrastructure required to access and use the Service. This includes, without limitation, hardware, software, internet connectivity, network infrastructure, browser versions, security configurations, end-user devices, displays, storage capacity, and any other technical or organisational prerequisites.
The Service is intended to be accessed using up-to-date, commonly supported web browsers and a stable internet connection. The Customer shall ensure that its Users are provided with adequate workstations, appropriate screen resolution and display capabilities, input devices, necessary file access permissions, storage facilities, and internal IT authorisations required to upload, process, review, download, and securely store documents and Service outputs.
The Provider shall have no liability for errors, delays, display problems, upload failures, data loss, access issues or reduced usability caused by the Customer’s outdated browser, insufficient hardware, unstable internet connection, internal security restrictions, lack of storage, incompatible systems or other customer-side technical conditions.
6.3. Territorial scope and legal environment
The Service is designed for professional use within the European Economic Area (EEA) and for customs classification workflows based on the TARIC system and related EU customs terminology.
6.4. Compliance, sanctions and enforcement
The Service may not be used in connection with any country, person, or activity subject to EU, UN, US, or other applicable sanctions and export controls. The Provider may carry out compliance, sanctions, or creditworthiness checks and request additional information from the Customer for this purpose.
The Provider may refuse registration, suspend access, or terminate the subscription with immediate effect and at its sole discretion if:
• the Service is used by an ineligible or unauthorised user;
• the use is for non-business, consumer, unlawful or unqualified customs-related activities;
• the Provider considers that providing the Service creates legal, regulatory, sanctions, reputational, security or business risk for the Provider, its affiliates, partners or service providers.

7. INTELLECTUAL PROPERTY, CUSTOMERS CONTENT AND FEEDBACK

7.1. Provider’s Intellectual Property
All rights, title and interest in and to the Service, including without limitation the Service platform, software, source code, object code, artificial intelligence models, machine learning systems, algorithms, workflows, system architecture, databases, user interface, design elements, documentation, APIs, prompts, system logic, trade secrets, know-how, and all related intellectual property rights, shall remain the exclusive property of the Provider.
No ownership rights are transferred to the Customer or any User under these Terms. Except for the limited right of access and use expressly granted under these Terms and the applicable subscription, all rights in and to the Service are reserved by the Provider.
7.2. Customer Content
The Customer retains all rights, title and interest in and to Customer Data. Nothing in these Terms shall be construed as transferring ownership of Customer Data to the Provider. The Customer acknowledges that processing of Customer Data is necessary for the provision of the Service.
The Customer or its Users shall not upload any content that is unlawful, unrelated to the Service, or that infringes upon or violates the rights or legitimate interests of any third party.
7.3. Service Learning and Training
The Customer acknowledges and agrees that the Provider may use the transactions, documents, and other data entered into the system by the Customer for internal purposes, including the development, training, testing, and improvement of its algorithms, models, and services. The Customer shall not be entitled to any compensation or other remuneration in connection with such use.
The Provider may further process Customer Content, usage data, metadata, corrections, classifications, error reports, performance metrics, and other interactions with the Service for purposes of service monitoring, quality assurance, improvement of document processing and classification functionalities, workflow optimisation, enhancement of user experience, and development of security and fraud prevention mechanisms, as well as for internal research and development, in compliance with applicable data protection laws and confidentiality obligations.
The Provider may also create, use, and retain anonymised, aggregated, or otherwise non-identifiable statistical data derived from the use of the Service for analytics, benchmarking, product development, reporting, business planning, and marketing purposes, provided that such data does not directly or indirectly identify the Customer, any User, any individual data subject, or any specific confidential transaction or business relationship.
7.4. Feedback
Any feedback, ideas, suggestions, or improvement requests provided by the Customer may be freely used by the Provider without restriction or compensation. Any resulting developments shall be the exclusive property of the Provider.
7.5. Survival
Section 7 shall survive termination or expiry of the Agreement indefinitely to the maximum extent permitted by applicable law.

8. Privacy, Data Handling and system logs

8.1. Data Processing and Compliance
The Provider processes Customer Data and User data in accordance with its Privacy Notice, the Parties’ Data Processing Addendum (DPA) incorporated by reference into these Terms, and applicable data protection laws (including GDPR). For the purpose of providing, securing, improving, and billing the Service, data may be processed through hosting providers, cloud infrastructure, AI models, and other technical subcontractors. The Provider may optimize or replace these providers and workflows to improve accuracy, security, or cost-efficiency, provided it maintains appropriate contractual and technical safeguards.
8.2. System Logs and Audit Trails
The Provider may collect and retain system logs, audit trails, usage records, transaction history, and security events. These records are maintained for operational, billing, support, fraud prevention, and evidentiary purposes, in compliance with applicable legal retention requirements.
8.3. Internal Supervision and Professional Work
The Customer acknowledges that its designated administrators or managers may access, review, and supervise User activity within the corporate account. While the Service provides tools for efficiency, the Customer remains solely responsible for the professional work, decisions, and compliance of its Users when using the Service and its outputs.
8.4. Disclosure to Authorities
The Provider may disclose Customer Data, logs, or other relevant information to courts, customs authorities, tax authorities, or law enforcement agencies where required by law, binding authority request, or court order. Such disclosure may also occur where necessary to protect the Provider’s rights, users, systems, or legal position.

9. USAGE RESTRICTIONS AND CONTRACTUAL PENALTY

9.1. Usage restrictions
The Customer acknowledges that all outputs generated by the Service are based on proprietary systems and know-how of the Provider. The Customer shall not use such outputs, in whole or in part, for the purpose of developing, training, benchmarking, or improving any competing product, service, software, dataset, or artificial intelligence system.
The Customer shall not, and shall ensure that its Users and any third parties do not, except to the extent expressly permitted by mandatory applicable law:
a) copy, modify, translate, adapt, or create derivative works of the Service;
b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, architecture, or underlying logic of the Service;
c) or circumvent or bypass any technical protection or security mechanisms.
The Customer shall not use the Service to develop, offer, or operate any product or service that is substantially similar to, competitive with, or functionally equivalent to the Service, nor reproduce or replicate its functionality, workflows, system behaviour, or user experience, including through scraping, logging, systematic observation, or other extraction methods.
The Customer shall not, and shall not permit any third party to, resell, sublicense, distribute, lease, rent, assign, transfer, white-label, rebrand, embed, wrap, proxy, or otherwise make the Service or any part thereof available to third parties, nor use it to provide outsourced or managed services or any offering that effectively substitutes the Service.
9.2. Contractual penalties
Any breach of Section 9 shall constitute a material breach of these Terms and a serious infringement of the Provider’s intellectual property rights. The Provider shall be entitled to immediately suspend or terminate access to the Service and to pursue injunctive relief, damages, and any other available legal remedies.
In addition, the Customer shall be liable to pay a contractual penalty equal to 200% of all gross revenue, fees, savings or other economic benefit generated by or attributable to the breach, but in any event not less than EUR 10,000 per breach. Payment of the contractual penalty shall not limit the Provider’s right to claim damages exceeding the penalty, seek injunctive or other equitable relief, recover unpaid fees, require the Customer to cease the infringing activity, disclose relevant usage and revenue records, or terminate the agreement with immediate effect.

10. BRAND RIGHTS AND ATTRIBUTION

10.1. Customer’s Reference to the Service
The Customer may refer to The Service in its own internal or external communications solely to state that it uses the Service, for example by using wording such as “we use Tarifize”, provided that such reference is accurate, not misleading, and complies with the Provider’s brand guidelines. The Customer may not use the Service’s logo, trademarks, or brand elements to suggest endorsement, partnership, or certification without the Provider’s prior written consent.
10.2. No Alteration of Attribution
The Customer shall not hide, remove, obscure, or alter any branding, proprietary notices, watermarks, or attribution (e.g., “Powered by Tarifize”) displayed within the Service or its outputs, except where expressly agreed in a separate written agreement.
10.3. Provider’s Reference to Customer
The Provider may identify the Customer as a user of the Service in its marketing materials, website, and presentations, including by displaying the Customer’s name and logo, provided that such reference is limited to a factual statement. The Provider shall not imply any partnership or endorsement without prior consent and shall comply with the Customer's reasonable brand guidelines. Upon the Customer’s reasonable written objection, the Provider shall cease such use within a reasonable timeframe.

11. PRICES, SUBSCRIPTION PACKAGES AND USAGE LIMITS

11.1. Subscription Structure and Fees
The fees for the Service are determined by the selected subscription package, Transaction-based fees, included usage, optional add-ons, and any custom commercial agreement. The current price list included services, and limits are published on the Service Website or otherwise made available through the Service. Certain packages may include additional services at no extra charge, such as enhanced support, API access, onboarding assistance, reporting, integration support, or other professional features, as specified in the applicable package description. The Provider may offer:
• Free or usage-based packages (no fixed fee, higher Transaction rates);
• Prepaid or minimum-commitment packages with included Transactions;
• Discounted pricing for advance payments or longer terms;
• Custom Enterprise packages.

11.2. Usage Limits and Overuse
Packages may include limits on Transactions, Users/seats, API calls, or other technical thresholds. If the Customer exceeds these limits, the Provider may:
• charge the applicable overuse or excess usage fees;
• require an upgrade to a higher-tier package;
• temporarily suspend functionality until outstanding fees are paid.

11.3. Price and Package Changes
The Provider may modify pricing and package structures in accordance with the rules on changes to these Terms. Changes shall not affect already paid prepaid periods retroactively. Price increases apply only from the start of the next renewal period, except for:
• overuse fees, additional seats, or new add-ons activated during the term;
• taxes, duties, or mandatory governmental charges;
• individually requested customizations.

11.4. Enterprise and Custom Agreements
For high-volume or strategic customers, individual terms (custom pricing, SLAs, dedicated support) may be agreed in a separate written agreement or Order Form. In case of conflict, the separate written agreement shall prevail solely regarding the specific deviation from these Terms.

12. CHANGING SUBSCRIPTION PACKAGES

The Customer may request or perform an upgrade or downgrade of its subscription package through the Service or by contacting the Provider, subject to the available packages, technical limits, eligibility conditions and any custom written agreement between the parties. Unless otherwise stated, package changes take effect as soon as they are confirmed by the Provider or activated in the Service.
Any new package limits, included Transactions, seat limits, API limits, support levels and other package conditions shall apply from the effective date of the package change.
12.1. Upgrades
The Customer may upgrade its package at any time. If the Customer upgrades to a higher-tier subscription package during an ongoing subscription period, the Provider shall charge the Customer only for the pro rata difference between the previously applicable package fee and the new package fee for the remainder of the then-current subscription period.
Such pro rata adjustment shall be calculated on a daily basis, unless otherwise agreed, and shall be invoiced together with any additional usage-based charges, additional seats, Transactions, API usage or other supplementary services selected or utilised by the Customer.
12.2. Downgrades
If the Customer downgrades to a lower-tier subscription package during an ongoing monthly, annual or other prepaid subscription period, such downgrade may take effect immediately or at the time specified by the Provider within the Service.
Unless otherwise expressly agreed in writing by the Provider, the Customer shall not be entitled to any refund, credit, set-off or reduction of fees already paid or payable for the then-current subscription period as a result of such downgrade.

13. PAYMENT, BILLING AND RENEWALS

13.1. Fees and billing structure
The Customer shall pay all subscription fees, Transaction fees, overuse fees, prepaid fees, and other charges applicable to the selected package or custom agreement. The Service may be billed partly or entirely on a Transaction basis. Monthly or annual packages may include a defined number of Transactions, after which additional Transactions are charged at the applicable rates. Annual or other prepaid subscriptions may be offered at a discount, but such fees are non-refundable, except where mandatory law or these Terms expressly provide otherwise. Payments charged under these Terms as subscription fees, transaction fees and similar fees (excluding support and maintenance fees) qualify as royalty under section 4.20 of 1996 LXXXI Act on corporate income tax and dividend tax.
13.2. Invoicing and payment methods
Unless otherwise agreed, invoices are issued in electronic form according to the billing cycle (monthly, bi-weekly, or usage-based) and are payable by bank transfer, by no later than the fifth day following the start of the relevant billing period. The Provider reserves the right to introduce additional payment methods, such as card payments, at its discretion. All fees are stated exclusive of VAT, sales tax, duties, and bank charges, which shall be borne solely by the Customer in addition to the net fees.
13.3. EU VAT and invoicing data
The Customer must provide accurate invoicing details, including legal name, address, and tax number. To apply EU reverse-charge or intra-Community VAT rules, a valid EU VAT identification number must be provided before the invoice is issued. Failure to provide valid data may result in VAT being charged or invoicing delays, for which the Provider shall not be held responsible.
13.4. Automatic renewal and failures
Subscriptions renew automatically for successive periods of the same length unless cancelled before the renewal date. In the event of late, incomplete, or rejected payment, the Provider may suspend access, restrict usage, stop processing new Transactions, charge statutory late payment interest and reasonable collection costs, withdraw discounts, require advance payment or terminate the subscription, without prejudice to its right to collect all outstanding amounts.

14. CHANGES TO THE TERMS

14.1. Right to Amend
The Provider reserves the right to amend these Terms from time to time to reflect changes in the Service functionality, legal or regulatory requirements, security standards, or business and pricing models.
14.2. Non-Material Changes
Amendments that do not materially reduce the Customer’s rights or increase its obligations (e.g., technical updates, minor clarifications, or changes required by law) may take effect immediately upon publication on the Service Website or via a notice within the Service.
14.3. Material Changes and Notice Period
If an amendment materially and unfavourably affects the Customer’s legal or financial position (Material Adverse Change), the Provider shall provide at least 30 days’ prior notice before the changes take effect. During this notice period, the Customer may continue to use the Service under the existing Terms.
14.4. Acceptance or Termination
By continuing to use the Service after the 30-day notice period has expired, the Customer is deemed to have accepted the amended Terms. Alternatively, the Customer may terminate the affected subscription before the amendments take effect.
14.5. Pro Rata Refund upon Termination
In the event of termination under Section 14.4, the Customer shall be entitled to a pro rata refund of any prepaid subscription fees for the unused portion of the subscription period. This refund excludes:
• already incurred Transaction-based fees or consumed usage;
• one-time setup fees or onboarding costs;
• other non-refundable charges expressly agreed upon by the Parties.

15. DISCLAIMERS AND LIMITATION OF LIABILITY

15.1. Acknowledgment of AI technlogoies
The Customer expressly acknowledges and accepts that the Service is powered by artificial intelligence (AI) technologies. The Customer understands that AI-generated content may contain inaccuracies, errors, or "hallucinations" (outputs that appear plausible but are factually incorrect). The Service is intended as a productivity tool for professionals and not as a replacement for human expertise, professional customs advice, or official legal judgment.
15.2. Decision-Support Nature of the Service
The Service is provided as a professional decision-support tool and does not replace expert customs, legal, tax, or regulatory advice. The Customer acknowledges that:
• all TARIC code assignments and customs-related decisions must be reviewed and supervised by suitably qualified customs experts;
• the Customer shall verify and validate all outputs generated by the Service, including TARIC classifications, customs-related data, and document interpretations, before using, relying on, or submitting them to any authority or third party;
• failure to maintain such expert supervision is within the responsibility of the Customer.

15.3. No Warranties
The Service is provided "as is". The Provider does not warrant that any output generated by the Service (e.g. T code, classification, recommendation, explanation, alert, document interpretation etc.) will be complete, accurate, legally sufficient, or accepted by any authority.
The Provider shall have no responsibility for claims arising from Customer Content, Customer instructions, AI-generated outputs, third-party integrations, modifications made by the Customer, misuse, or any regulatory or authority decisions based on the use of the Service.
15.4. Limitation of Liability
To the maximum extent permitted by law, the Provider shall not be liable for any indirect, consequential, or business losses, including but not limited to: loss of profit, business interruption, loss of data, customs delays, rejected declarations, penalties, fines, additional duties, or tax liabilities.
The Provider’s total aggregate liability for any claim arising out of the Service shall not exceed the amount of the monthly subscription fee actually paid/or payable by the Customer in the calendar month immediately preceding the event giving rise to the claim.

16. MISUSE, FRAUD AND CUSTOMER INDEMNITY

16.1. Prohibition of Misuse
The Customer shall not, and shall ensure that its Users do not, misuse or abuse the Service. Misuse includes any use of the Service outside the intended interfaces, package limits, security controls, or billing rules. Prohibited activities include, without limitation:
• Security & Technical Integrity: Unauthorised access, privilege escalation, vulnerability scanning, or penetration testing without the Provider’s prior written permission; interference with the availability or performance of the Service; denial-of-service (DoS) behaviour; and attempting to derive source code or reverse engineering (except where permitted by non-waivable law).
• Data & Automation: Scraping or bulk extraction of data except through expressly permitted APIs; accessing or attempting to access other customers’ data; using bots or automated tools for account creation or messaging; and excessive automated chat use.
• Commercial & Billing Integrity: Using shared logins to evade seat-based pricing; bypassing trial limits, payment rules, or package constraints; and any impersonation or fraudulent activity.
• Content & Legal Compliance: Uploading unlawful or infringing content; sending spam, phishing messages, or malware; and using the Service for any unlawful activity or infringement of third-party rights.

16.2. Load Notifications
The Customer must notify the Provider in advance of any expected extreme or unusual increase in usage, Transaction volume, API traffic, or document processing load.
16.3. Protective Measures
The Provider may immediately suspend or restrict access, throttle usage, block specific Users, or require additional verification if it reasonably believes that misuse has occurred or is likely to occur. Such measures do not release the Customer from its payment obligations.
16.4. Customer Indemnification
The Customer shall defend and hold harmless the Provider from and against any third-party claims, losses, fines, penalties, and legal fees arising out of the Customer’s or its Users’ misuse of the Service, unlawful Customer Data, or any breach of these Terms. The liability caps set out in these Terms do not limit the Customer’s liability for fraud, wilful misconduct, or infringement of the Provider’s intellectual property rights.

17. BREACH OF AGREEMENT AND REMEDIES

17.1. Definition of Breach
A party breaches these Terms if it fails to comply with any obligation under these Terms, the applicable subscription, an Order Form or a separate written agreement.
For the Customer, a material breach specifically includes — but is not limited to — the violation of any restrictions or obligations previously set out in these Terms, such as non-payment, misuse or abuse of the Service, unlawful use, infringement of intellectual property, provision of false data, breach of confidentiality or data protection obligations, unauthorised use, violation of sanctions or export control rules, or failure to maintain required professional customs supervision and sanction compliance.
17.2. Remedy and cure period
Where a breach can reasonably be remedied, the non-breaching party shall provide written notice and a reasonable cure period to rectify the situation, unless these Terms specify otherwise. If the breach is not remedied within that period, or if the breach is serious, repeated, intentional, security-related, or creates an immediate legal risk, the non-breaching party may suspend performance, restrict access, or terminate the affected subscription or terminate the Agreement with immediate effect.
17.3. Survival of obligations
The suspension or termination of the Agreement shall not release the parties from obligations intended to survive termination. These include, without limitation, outstanding payment obligations, indemnity requirements, confidentiality duties, intellectual property protections, and the limitations of liability set out in these Terms.
18. SERVICE AVAILABILITY, SECURITY AND BETA FEATURES
18.1 General Service Level
The Provider uses commercially reasonable efforts to maintain a reliable and secure Service. Unless a separate written Service Level Agreement (SLA) provides otherwise, the Service is provided on an “as is” and “as available” basis, without guaranteed uptime, response time, processing time, error-free operation, uninterrupted availability, specific performance level, security outcome or fitness for a particular purpose.
18.1. Force Majeure and External Factors
The Provider shall not be liable for downtime, data loss, reduced performance or failure caused by factors beyond its reasonable control. These include, without limitation: force majeure events, internet or hosting failures, third-party service failures, cyberattacks (DoS/DDoS), malware, emergency maintenance, regulatory actions, or issues arising from the Customer’s own systems and data.
18.2. Modifications and Beta Features
The Provider reserves the right to modify, replace, or discontinue specific features, workflows, interfaces, APIs, models or document formats from time to time to improve the Service, provided that core functionalities of the paid Service are not materially reduced during the current subscription period without reasonable notice to the Customer. Furthermore, the Service may include experimental, preview, or trial features (“Beta Features”), which are provided without any warranties or service commitments. The Provider may, at its sole discretion, change, limit, withdraw, or make these Beta Features chargeable at any time, and their use is entirely at the Customer’s own risk.
18.3. Incident Reporting
The Customer shall promptly notify the Provider of any serious incident, malfunction, materially incorrect output, regulatory inquiry, authority request, investigation or complaint relating to the Service, its AI-based functionality or any output generated by the Service.

19. INTEGRATIONS AND API ACCESS

19.1. Third-Party Services
The Service may support integrations with external systems (e.g., sources, document repositories, enterprise software, customs systems, accounting tools, logistics platforms). The Customer is solely responsible for obtaining the necessary licenses, permissions, credentials or data access rights for these third-party services. The Provider is not responsible for the availability, accuracy, security, performance, pricing, changes or failures of third-party services, nor for any loss or error caused by third-party systems or the Customer’s integration settings.
19.2. API Usage and Limits
API access is subject to the Customer’s specific Subscription package or other written agreement. All API use must comply with the Provider’s technical documentation, security requirements, applicable package terms and the prohibitions on misuse (as set out in Section 16). Bot access, scraping, automated browser use, AI agent access, autonomous workflow execution, bulk extraction or any other automated use of the Service outside the expressly provided interfaces is prohibited unless expressly allowed by the Provider in writing. The Customer is responsible for maintaining the confidentiality of API credentials, and the Provider reserves the right to throttle or suspend API access if usage limits are exceeded or if security risks are identified.
19.3. Custom Implementations
Custom integrations, connectors, API extensions, data imports, exports, workflow adaptations or enterprise implementation services are not part of the standard Subscription. Such services require a separate written agreement, Order Form, or Statement of Work (SOW) and are subject to additional fees.

20. RESPONSIBILILTES

20.1. General Responsibilities
The Provider is responsible for operating the Service with commercially reasonable skill and maintaining appropriate technical and organisational security measures. The Customer remains solely responsible for the legality, accuracy, and quality of all Customer Content, the selection and supervision of its Users, and for verifying all outputs before use. All customs, tax, legal, or business decisions based on the Service are the Customer’s sole responsibility, and the Customer must ensure that its use of the Service complies with all applicable laws and authority requirements.
20.2. Third-Party AI and Infrastructure Dependencies
The Customer acknowledges that the Service relies on third-party AI models, hosting providers, and other external technologies. These third-party services may produce errors, omissions, delays, hallucinations, outages, inconsistent results or changes outside the Provider’s control. Consequently, the Provider does not guarantee that any AI-generated output will be correct, complete, up to date, lawful, or accepted by authorities for any specific filing, declaration, or business purpose.

21. CANCELLATION, SUSPENSION AND TERMINATION

21.1. Rights to Terminate or Cancel
Either party may cancel or terminate the Subscription in accordance with the specific terms of the selected package, Order Form, or separate written agreement.
21.2. Immediate Suspension and Restriction
The Provider may suspend, restrict, or terminate access to the Service immediately and without prior notice if it reasonably believes that the Customer’s use of the Sevice:
• breaches these Terms or the Software License Agreement;
• poses a security risk to the Service, other customers, or third parties;
• exposes the Provider to legal, regulatory, or material operational risk;
• constitutes fraudulent, unlawful, or abusive activity.
Where operationally feasible, the Provider will use reasonable efforts to notify the Customer of such suspension and consult in good faith regarding remediation.
Notwithstanding any other provision of these Terms, the Provider reserves the right to terminate or suspend access with immediate effect as specified elsewhere in this Agreement (including, but not limited to, cases of misuse, security risks, sanctions, or material breach).
21.3. Effects of Termination
Upon termination, the Customer’s right to use the Service ceases and all outstanding fees become due. Provisions that by their nature should survive termination—including confidentiality, indemnities, liability limitations, and accrued rights—shall remain in full effect.
21.4. Data Export and Retention
For a reasonable period after termination, the Provider may allow the Customer to export Customer Content, Service outputs, Transaction records, and available logs in the format then supported by the Service, subject to the payment of all outstanding fees and any applicable technical limitations.
The Provider shall retain Customer Data, logs, backups, billing records, audit trails, and security records for the retention periods required or permitted by law, or as necessary for tax, accounting, compliance, dispute-resolution, fraud-prevention, security, and evidentiary purposes, as further specified in the Provider's privacy notice or data processing terms. Upon the expiry of the applicable retention period, the Provider may delete or anonymise Customer Data, inactive accounts, historical documents, and backups without further notice, unless a longer retention period is required by law or expressly agreed in writing.

22. SUPPORT AND COMPLAINTS

22.1. Support Channels and Service Levels
The Provider provides support through the channels and at the service levels included in the Customer’s selected Subscription package or separate written agreement. Support may be available at three levels:
• Standard Support: via e-mail or in-app messaging.
• Enhanced Support: via telephone.
• Enterprise Support: through a dedicated account manager.
The currently available support channels, contact details, and response rules are published on the Service website or made available through the Service.
The Customer may submit technical issues, billing questions, complaints, compliance requests and other service-related enquiries through the designated support channels.
22.2. Response Times and Triage
Unless a shorter response time is specified in the applicable package, the Provider will use commercially reasonable efforts to respond to support requests, complaints, and compliance enquiries within two business days. Any stated response time refers to the initial acknowledgement, classification, and triage of the request and does not constitute a guaranteed resolution, correction, or workaround time. Unless otherwise agreed, support and customer communication are provided in English and Hungarian.
22.3. Cooperation and Information
The Customer shall provide all information reasonably necessary to reproduce, investigate, and resolve any reported issue (including documents, screenshots, logs, and error messages) and shall cooperate with the Provider in good faith during the investigation and remediation process.
22.4. Exclusions from Support
Support Services do not include:
• legal, customs, tax, or regulatory advice;
• official product classification opinions;
• development of custom features or integrations;
• correction of Customer Data or resolution of issues caused by the Customer’s own systems, internet connectivity, or third-party services;
• misuse of the Service or failure to follow the Documentation.
Any such services must be expressly agreed upon in a separate written agreement for an additional fee.

23. CONFIDENTIALITY AND ACCOUNT VISIBILITY

23.1. General Confidentiality
Each Party shall keep confidential all non-public business, technical, commercial, financial and operational information received from the other Party in connection with the Service and shall use such information solely to exercise its rights or perform its obligations under these Terms. This obligation does not apply to information that is publicly available, already lawfully known, independently developed without use of confidential information, or lawfully received from a third party without confidentiality restrictions.
23.2. Disclosure and Legal Requirements
The Provider shall not disclose Customer Content or account information to third parties except to the extent necessary to provide, secure, support, or bill the Service, or to use authorised subcontractors under appropriate confidentiality obligations. Where the Provider is required by law, court order, or regulatory authority to disclose Confidential Information, it may do so, provided that—where legally permitted—it notifies the Customer and cooperates with reasonable protective measures at the Customer’s expense.
23.3. Corporate Account Visibility
Within a corporate account, the Customer acknowledges that its administrators and authorised representatives have the right to access, view, and audit all account activity, including User work, uploaded documents, T-assignments, and logs. Individual Users should have no expectation of privacy from the Customer regarding their activity within a corporate account.

24. NOTICES AND CONTACT DETAILS

Formal notices under these Terms shall be sent in writing. Notices to the Provider must be sent to the official contact details published on the Service Website. Notices to the Customer may be sent to the e-mail address, billing contact, administrator account, registered office or other contact details provided during registration or later updated in the Service. The Customer is solely responsible for keeping all contact, billing and administrator details accurate and up to date.
Notices may be delivered by e-mail, in-app message, or registered post, unless mandatory law or these Terms require a specific form. A notice sent by e-mail or in-app message is deemed received on the next business day after sending, unless the sender receives an automatic delivery failure notification.

25. DISPUTE RESOLUTION AND GOVERNING LAW

25.1. Good-Faith Negotiations and Mediation
The parties shall first attempt to resolve any dispute, claim, or disagreement arising out of or in connection with these Terms through good-faith business negotiations. If the dispute is not resolved within a reasonable time, either Party may propose mediation and the Parties shall cooperate in good faith to attempt to resolve the dispute through a mutually acceptable mediator before commencing formal proceedings, unless urgent injunctive relief, debt collection or protection of intellectual property or confidential information is required
25.2. Governing Law
These Terms and any disputes arising from them are governed by the laws of Hungary, without regard to conflict-of-law rules.
25.3. Arbitration Clause
In the event of any dispute arising from or in connection with these Terms, including any dispute concerning their breach, termination, validity, or interpretation, the parties exclude state court proceedings and agree to submit the matter to the exclusive and final decision of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest).
The Arbitration Court shall proceed in accordance with its own Rules of Proceedings.
The number of arbitrators shall be one.
The language of the arbitral proceedings shall be Hungarian, unless the Parties agree to English or the tribunal determines English to be more appropriate.
The parties expressly exclude the possibility of a retrial as regulated in Section IX of Act LX of 2017 on Arbitration.

26. GENERAL PROVISIONS

26.1. Severability and Modification
If any provision of these Terms is found to be invalid, unlawful, or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original commercial purpose. If such modification is not possible, the provision shall be severed, and the remaining terms shall continue in full force and effect.
26.2. Entire Agreement
These Terms, together with the applicable Subscription details, price list, Order Form and Privacy Notice, constitute the entire agreement between the Parties and supersede all prior discussions, marketing materials, or oral understandings. The Customer shall not rely on any public statement, roadmap, or demo unless expressly included in a signed written agreement.
26.3. Assignment
The Customer may not transfer its rights without prior written consent. The Provider may freely transfer these Terms in connection with a merger, acquisition, or corporate restructuring.
26.4. Force Majeure
Neither party is liable for failures caused by events beyond its reasonable control (e.g., natural disasters, cyberattacks, power outages, internet or infrastructure failures), provided they use reasonable efforts to mitigate the effects.
26.5. Survival
Provisions that by their nature are intended to survive termination—including payment obligations, intellectual property rights, confidentiality, liability limitations, and dispute resolution—shall remain in effect after the agreement expires or is terminated.
26.6. Interpretation
Headings are for convenience only. "Including" means "including without limitation". Nothing herein creates a partnership, employment, or agency relationship between the parties.