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Compocity Kft. 
GTC
Effective date: 2024.08.01
 

GENERAL TERMS AND CONDITIONS

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These general terms and conditions (hereinafter “GTC”) form an integral part of the contracts concluded with Compocity Limited Liability Company (hereinafter referred to as "Compocity" or "Service Provider") for access to the Compocity System.

 

1.Definitions

 

Capitalized provisions not defined in the Framework Agreements and Individual Service Agreements shall have the following meanings in the Framework Agreements and in the Individual Service Agreements, and in the present GTC.

 

1.1 CompoBot: Computerised equipment which automatically processes organic food waste and produces CompoMix indoor and at room temperature, connected to the Compocity System.

1.2 CompoBot User's Manual: an instruction manual for using CompoBot, available at Compocity website.

1.3 CompoBot Firmware: the set of built-in programs on the computer that controls and monitors the CompoBot's operation, provides control of the CompoBot's functions, and ensures the integration and communication of the CompoBot with the Compocity System.

1.4 CompoBot Operating Conditions: a description of the conditions necessary for the operation of CompoBot to be provided by the Client.

1.5 Compocity+ Application: a mobile phone and/or tablet application developed and operated by the Service Provider, which enables for individuals the use of the Compocity System functions.

1.6 Compocity System: a computer system developed and operated by the Service Provider to support the Client’s ESG and/or other corporate objectives and to connect, operate and remotely monitor CompoBots.

1.7 Compocity System Client Data: the data set out in Schedule 1/A of the Framework Agreement.

1.8 CompoMix: a soil amendment made from food waste fermented with micro-organisms.

1.9 Specific Event: a community event related to the operation of the Compocity System and/or CompoBot, the Client's ESG goals, the environmental protection, the climate protection efforts, which is organized by the Service Provider for the Client's invited guests on the basis of the Client's order.

1.10 Individual Service Agreement: a service agreement concluded during the term of the Framework Contract on the basis of the templates attached to it.

1.11 Renewal Date: the calendar day on which the Service Period of an Individual Service Agreement ends.

1.12 Framework Contract: means an agreement between Compocity and any Client for the provision of the Compocity System.

1.13 Client: means any person, company or association, who orders the Compocity System service from the Service Provider.

1.14 Service Period: the period between two Renewal Dates, including the Renewal Date later in time, but excluding the Renewal Date earlier in time.

1.15 Installation Protocol: an on-site record of the installation of the CompoBot, which contains key details of the CompoBot, including, but not limited to, the Installation Date and the Operation Site of the Compobot. 

1.16 Installation Date: the calendar day from which the CompoBot is installed at the CompoBot Site and connected to the Compocity System.

1.17 Operation Site: the physical location where the CompoBot is installed.

Schedule 1: Data that may be collected and transmitted by the CompoBot

 

2. Validity, amendment and completeness of the contracts

 

2.1 The Framework Contact shall enter into force on the date of signature by the Parties. If the Parties do not sign the Framework Contract on the same date, the Framework Contract shall enter into force on the date of the last signature.

2.2 The Individual Service Agreements will enter into force on the date set out in the relevant Individual Service Agreement. In lack of that, the Individual Service Agreement shall enter into force on the date of signing by the Parties. If the Parties do not sign the Individual Service Agreement on the same date, the Individual Service Agreement shall enter into force on the date of the last signature.

2.3 This Framework Contract may only be amended in writing. The Parties expressly exclude any oral or implied amendment of the Framework Contract. The Framework Contract and the Schedules 2, 3 and 4 may be amended only by the mutual agreement between the Parties, while the Client may unilaterally amend Schedule 1/A and the Service Provider may unilaterally amend Schedules 1/B and 5. 

2.4 Any unilateral amendment to Schedules 1/A and 1/B of the Framework Agreement shall enter into force on the date specified in writing and sent to the other party, but not earlier than 15 days of the receipt of the notice of the amendment by the other party.

2.5 The Service Provider may unilaterally amend Schedules 5 of the Framework Agreement by specifying the exact subject matter of the amendment and the date on which it shall enter into force. The Service Provider shall send the notice of amendment to the contact person specified in Schedule 1/A of the Framework Agreement at least 8 days before the amendment shall enter into force. 

2.6 Any amendment in accordance with Clause 2.5 shall not affect the Individual Service Agreements in force on the date of such amendment, which shall be performed in accordance with the Framework Contract and Schedules in force on the Renewal Date immediately preceding the date of such amendment, until the next Renewal Date. From the day following the next Renewal Date, the amendments under Clause 2.5 shall enter into force in respect of such Individual Service Agreements, provided that the Client does not exercise is termination right.

 

3. Individual Service Agreements, their conclusion and termination

 

3.1 The Framework Agreement does not imply any contractual obligation on the part of either party, so the parties are free to decide on the conclusion of Individual Agreements after the conclusion of the Framework Agreement.

3.2 The first Renewal Date of the Individual Service Agreement set out in Schedule 2 of the Framework Agreement shall be the Installation Date specified in the CompoBot Installation Protocol.

3.3 The Renewal Date for the Individual Service Agreement set out in Schedule 3 and 4 of the Framework Agreement shall be specified in the Individual Service Agreement.

3.4 The terms and conditions of the Framework Contract and its schedules in force on the Renewal Date shall apply to the services provided under the Individual Service Agreement for the entire Service Period until the next Renewal Date, notwithstanding any amendment of the Framework Contract or its schedules during that period (excluding any amendment to Schedule 1).

3.5 Either Party may terminate the Individual Service Agreement by giving a written notice to the other Party on or before the 60th calendar day before the Renewal Date.

3.6 In the absence of the ordinary termination in accordance with Clause 3.5, the Individual Service Agreement shall be automatically renewed and extended for the duration of the Service Period applicable to the Individual Service Agreement. Therefore, if the Service Period of an Individual Service Agreement was one year, it shall be extended by one year, and if the Service Period of an Individual Service Agreement was three years, it shall be extended by another three years.

3.7 In the cases provided for in Clauses 5.15, 5.17 and 5.18, the Parties shall settle their accounts with each other within 30 days.

 

4. Fees and invoices

 

4.1 In case of Individual Service Agreements under Schedules 2 and 3 of the Framework Agreement, the services are performed on the date when the Individual Service Agreement is signed by the Parties. In the case of a renewal service, the Renewal Date shall be the date of performance.

4.2 In case of a Specific Event, the services are performed on the date of the Specific Event. In the case of a multi-day event, the last day of the Specific Event shall be the date of performance.

4.3 The Client shall pay the fees to the Service Provider within 30 days by transfer to the bank account specified on the invoice. The invoice is settled on the date on which the payment is credited to the bank account of the Service Provider.

4.4 None of the fees set out in the Individual Service Agreements includes any duties, taxes or other obligations imposed by law, by whatever name they may be called, which the Service Provider shall charge and include in its invoice in accordance with the applicable laws.

4.5 The obligations set out in Clause 4.4 may be charged retroactively by the Service Provider in accordance with the laws.

4.6 If the Client fails to pay any fee on its due date, the Service Provider is entitled to charge default interest that shall accrue on the overdue amount at the rate defined in Section 6:155 of Act V of 2013 on the Civil Code and the flat-rate collection fee.

 

5. Obligations of the Service Provider

 

5.1 The Service Provider operates the Compocity System and its elements, including the installed CompoBots, in accordance with in Schedule 5 of the Framework Agreement.

5.2 If a malfunction occurs during the operation of the CompoBots which significantly limits the use of the device, the Service Provider shall restore the functionality of the CompoBot by the end of the third business day following the notification of such malfunction.

5.3 The Service Provider is entitled, but not obliged, to replace any installed CompoBots at its own discretion.

5.4 The CompoBot is equipped with sensors that enable the CompoBot Firmware to continuously collect data about the CompoBot, the materials being inserted and the CompoMix production process, as further specified in Schedule 1.

5.4.1 The Service Provider declares that the sensors and data loggers installed on the CompoBot are not suitable for collecting data outside CompoBot, even when the CompoBot is open, due to their operation and/or the way they are installed. 

5.4.2 The Service Provider declares that CompoBot does not collect or transmit any data other than those specified in Schedule 1.

5.4.3 The Service Provider declares that the data that may be collected in accordance with Schedule 1 will be transmitted by CompoBot Firmware to the Compocity System. 

5.5 The Service Provider may use the data transmitted by the CompoBot in accordance with Schedule 1 for its own purposes and in a manner that does not allow the identification the Client or the Users.

5.6 The Client acknowledges that the CompoBots are equipped with a positioning system, which enables the Service Provider to accurately locate the CompoBots. The Service Provider shall also be entitled to carry out the positioning of the CompoBots for the purpose of verifying the Client's contractual performance, i.e. the prohibition of the Client's moving the CompoBots. If the Service Provider discovers, while checking the location of the CompoBots, that one or more CompoBots have been moved without its approval, it is entitled to terminate the Framework Agreement by way of extraordinary termination.

5.7 The Service Provider may use subcontractors and/or intermediaries for the provision of the services without the consent and/or prior notification of the Client. In such a case, the Service Provider shall remain liable for the services of the subcontractor and/or the intermediary as if it had performed the services itself.

5.8 The Service Provider may show the Client on its website as its contractual partner, including the display of the Client’s logo or a publication of description agreed upon in advance by the Parties. 

 

6. Liability of the Service Provider

 

6.1 The Service Provider shall be fully liable for any breach of contract caused intentionally or which results in damage to human life, human body or health.

6.2 Save for Clause 6.1, the Service Provider excludes any liability for any direct or consequential damages or loss of profit arising from any breach of contract.

6.3 Each Party shall ensure that the other Party may participate, to the fullest extent permitted by law, in any litigation, legal or other proceedings which affect the rights and obligations of such other Party. If the Party fails to ensure the participation of the other Party, the defaulting Party may not make any claim under any legal title against the other Party in respect of such litigation, legal or other proceedings. 

 

7. Obligations of the Client

 

7.1 The Client shall ensure the CompoBot Operation Conditions at the Operation Site. The Service Provider shall provide a copy of the CompoBot Operation Conditions to the Client simultaneously with the signing of the Individual Service Agreement.

7.2 The Client authorises the Service Provider to enter and perform activities at the Operation Site to the extent necessary for the performance of the service (including, but not limited to, for the purpose of operation, repair, charging or supervision), in each case subject to the rules and regulations notified to the Service Provider in accordance with Clauses 7.3 and 7.4. 

7.3 The Client shall inform the Service Provider in writing of all rules and procedures (including, but not limited to, access conditions and procedures, accident prevention and other rules) applicable to the Client and to the Operation Site in writing within 15 days of the conclusion of the Framework Contract at the latest. The Client shall, at its own expense, provide all conditions necessary for the Service Provider to provide the services hereunder (including, but not limited to, sending notices, making registrations, providing keys/entry cards).

7.4 The Client shall notify the Service Provider of any changes in the information and procedures provided pursuant to Clause 7.3 at least 15 days before they come into effect.

7.5 The Client shall ensure that the CompoBots are properly protected.

7.6 The Client shall inform all persons who use or otherwise encounter the CompoBots of the provisions of the CompoBot User Instructions provided by the Service Provider at the time of installation, and shall ensure that they comply therewith.

7.7 The Client shall ensure that the CompoBots are not opened by persons other than those authorised by the Service Provider, save for the use of the CompoBot as described in the CompoBot User Instructions. 

7.8 The Client may not repair, or engage any third party to repair the CompoBot, nor shall the Client make, or engage any third party to make, any modifications to the CompoBot.

7.9 The Client shall notify the Service Provider within 24 hours of any damage, loss or theft of the CompoBot owned by the Service Provider, regardless of the extent of the damage. The Client shall be fully liable for any damage (e.g. damage, modification, etc.) to the CompoBots caused intentionally or negligently by any person on the Operation Site, and the Client shall reimburse the Service Provider for any such damage.

7.10 The Service Provider is not obliged to replace a damaged and/or inoperable CompoBot until the damages referred to in Clause 7.9 has been paid. The Client may not claim the reimbursement of any fees due for this period.

7.11 Without the prior consent or involvement of the Service Provider, the Client may not move the CompoBot to a place other than the Operation Site.

7.12 Upon the termination of any Individual Service Agreement, the Service Provider shall be obliged to remove the assets owned by the Service Provider and held by the Client under the Individual Agreement, for which the Client shall provide all necessary cooperation.

7.13 The Client is not entitled to transfer its obligations and/or claims arising from the Framework Contract and the Individual Service Agreements to a third party without the prior written consent of the Service Provider.

7.14 The Client is not entitled to any remuneration for any activities performed under the Framework Contract and the Individual Service Agreements and may not make any claim against the Service Provider in connection therewith. 

 

8. Licenses

 

8.1 The Service Provider is the exclusive owner of the Compocity System, the CompoBot, the CompoBot Firmware, Compocity+ App and all related intellectual property rights, which are protected by copyright and other intellectual property laws.

8.2 The Client acknowledges that the Service Provider has the exclusive right to reproduce, adapt, process, translate or modify any of its intellectual property rights, including the right to correct any errors, in respect of any of its intellectual works, regardless of the circumstances. 

8.3 The Client shall not disassemble the CompoBot, analyse its operation, transfer its use (or grant license to use) or resell the CompoBot, and the Client shall prevent any of such activities by any third party.

8.4 The Client shall not reverse engineer, reproduce, distribute or modify the CompoBot Firmware, transfer or grant any licence to use the CompoBot Firmware or analyse the operation of the CompoBot Firmware, and the Client shall prevent any of such activities by any third party.

8.5 The Parties agree that all intellectual property rights of the Service Provider and any further development of such intellectual property rights during the term of this Framework Contract and/or the Individual Service Agreements shall remain in the exclusive ownership of the Service Provider and shall not be transferred to the Client in whole or in part, even temporarily, under this Framework Contract and/or the Individual Service Agreements.

8.6 The Service Provider grants the Client a non-exclusive and non-transferable right to use the Compocity System for a limited period, to the extent specified in the Individual Service Agreements.

8.7 The Service Provider grants the Client a non-transferable right to use the CompoBots, limited to the Operating Site, for the period specified in the Individual Service Agreements.

8.8 The user of the Compocity+ App is not the Client. The Client acknowledges that each Compocity+ Application user who physically accesses any CompoBot will be granted limited access to that CompoBot for the purpose of recording the use and certain data relating to that use (such as the amount of material inserted) for that user. The Compocity+ Application is also capable of displaying certain company data (e.g. company name, logo) assigned to specific CompoBots and provided by the Client, as well as providing analytical data related to the use of the CompoBot. However, this data is password-protected and is only accessible to those persons to whom the Client provides the password for the CompoBot in question.

 

9. Confidentiality

 

9.1 Without prejudice to Clause 5.6, the Parties shall treat all facts, data, information, methods, or solutions which disclosed to them in connection with the Framework Contract and the Individual Service Agreements as business secrets and shall only use them for the performance of the Framework Contract and the related Individual Service Agreements. 

9.2 The Parties shall protect all information disclosed to them at least to the same extent as their respective business secrets. The Parties shall not, directly or indirectly, disclose such information to any person other than their own representatives, employees, subcontractors or intermediaries, nor shall they use it for their own purposes, except as provided in Clause 5.6.

9.3 The Parties shall ensure that their subcontractors and intermediaries keep all business secrets confidential. The Parties may disclose any information only to such subcontractors and/or intermediaries who have agreed to adopt at least the same information protection and confidentiality measures as those provided for in this GTC.

9.4 The confidentiality obligations shall survive the termination of the Framework Contract and shall remain in force for an indefinite period.

9.5 Upon the termination of the Framework Contract, each Party shall immediately return to the other Party all data storage containing business secrets, and all copies thereof, or, upon the request of the other Party, destroy or delete them in a documented manner.

9.6 The obligation set out in Clause 9.5 shall not apply to any information which is required to be retained by law or which cannot be deleted without damage to the system on which it is stored. 

9.7 If the Parties become aware that a third party has used or disclosed business secret contained in the Framework Contract and/or the related Individual Service Agreements for any purpose or in any manner without the written consent of the Parties, they shall immediately take a joint action against such third party to remedy the breach and to claim damages. 

9.8 Each Party may exercise the right set forth in Clause 9.7 independently and without the consent and/or involvement of the other Party.

9.9 The Parties agree that the conclusion and existence of this Framework Contract shall not constitute a business secret. Either Party may disclose such information provided that no disclosure may be made which would prejudice the good business reputation or reasonable business interests of the other Party.

9.10 Save for Clause 9.9, the Parties shall treat confidential all the terms and conditions of the Framework Contract and the Individual Service Agreements, including but not limited to the locations, quantities, prices, commercial arrangements, and the data generated by the operation of the service.

9.11 If any Party breaches any obligation set out in Heading 9 of this GTC, the breaching Party shall pay a penalty of EUR 500,000, i.e. five hundred thousand euros for each breach. If the damage suffered by the Party exceeds the amount of the penalty, the breaching Party shall pay the damages in excess of the penalty.

 

10. Notices

 

10.1 No communication made orally, by telephone or in any other non-written form shall have any legal effect under the Framework Contract.

10.2 The Parties shall consider all notices received from any of the delivery addresses set out in Schedules 1/A and 1/B of the Framework Contract to have been given by the person authorised to give the notice on behalf of the Party.

10.3 Email is accepted as written form of communication for the purpose of giving notices to each other, provided that any notice of amendment or termination of the Framework Contract and the Individual Service Agreements sent by email shall be deemed to have been delivered only when the other Party acknowledges the receipt of such notice by any means whatsoever.

10.4 In case of delivery by post, the Parties shall send the document as registered mail.

10.5 In case of delivery by courier, the Parties shall send the document with "signature required" or any equivalent service.

10.6 In case of personal delivery, the Parties shall indicate on a copy of the document the date and time of the delivery and the copy shall be signed by the representatives of both Parties as a proof of receipt. Such copy of the document belongs to the sender.

10.7 The date of delivery shall be deemed to be the acknowledgement day in case of delivery via email, the 5th business day of the date of the dispatch in case of delivery via post, and the date of the handover in case of personal delivery.

10.8 The Parties shall inform each other of any change in their contact details in accordance with Clause 2.4.

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11. Amendments to the present GTC

 

11.1 Compocity reserves the right to unilaterally amend the present GTC.

 

11.2 Compocity shall notify the Client of any amendment to the GTC in writing at least 30 (thirty) days prior to the entry into force of the amendment and shall publish the current version of the GTC in a consolidated version with the provisions to be amended, and shall indicate the amendments on its website (www.compocity.help).

 

11.3 The Client shall be considered to have acknowledged the notification of the GTC modification unless, within 30 (thirty) days of receiving the notification, the Client objects in writing. In the notification of the amendment, Compocity shall explicitly inform the Client that, without an explicit objection within the aforementioned time frame, the amendment's content will be deemed to be accepted.

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11.4 If the information regarding the GTC amendment is declined, and no agreement is reached between the parties within 30 (thirty) days following the refusal, the agreement between the parties shall terminate upon the expiration of the specified time frame.

 

12. Invalidity

 

12.1 If any provision of these GTC, the Framework Contract or any Individual Service Agreement is or becomes invalid, either wholly or partially, the validity of the remaining provisions shall not be affected, unless the parties would not have entered into the agreement without the invalidated provision. The Parties shall promptly substitute the invalid provision with a valid one that closely aligns with the original provision's meaning or the parties' intent. 

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12.2 If there are discrepancies or inconsistencies between the Hungarian and any foreign language version of these GTC or the terms and conditions of the individual contracts, the Hungarian version shall prevail in the legal relationship between Compocity and the Client.

 

13. Applicable law

 

13.1 The contractual relationship between the parties shall be governed by Hungarian law. 

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Appendix

 

CompoBot által gyűjthető és továbbítható adatok / Schedule 1: Data that may be collected and transmitted by the CompoBot

  1. Az adagoló nyílás nyitásának ideje / Opening time of the dispenser’s opener

  2. Az adagoló nyílás nyitott állapotának időtartama / Duration of the open condition of the dispenser’s opener

  3. Az adagoló nyílás zárásának ideje / Closing time of the dispenser’s opener

  4. Az adagoló nyílás zárásának időtartama / Duration of the closed condition of the dispenser’s opener

  5. A behelyezett szerves CompoMix alapanyag tömege, a mérés ideje / Weight of the organic CompoMix feedstock inserted, time of measurement

  6. A Compocity+ felhasználó azonosítója, a töltés pont értéke / The Compocity+ user ID, value in points of charge

  7. A szerves anyag tartály tartalmának fényképe, a fénykép ideje / Photo of the contents of the organic material container, date of the photo

  8. A szerves anyag tartály tartalmának tömege, a mérés ideje / Weight of the organic material container contents, time of measurement

  9. A CompoBot komposztáló terének hőmérséklete, a mérés ideje / Temperature of the CompoBot’s composting chamber, time of measurement

  10. A CompoBot belső terének páratartalma, a mérés ideje / Indoor humidity of the CompoBot’s composting chamber, time of measurement

  11. A CompoBot komposztáló terének PH értéke, a mérés ideje / PH value of the CompoBot’s composting chamber, time of measurement

  12. A CompoBot nyitásának ideje / Opening time of the CompoBot

  13. A CompoBot zárásának ideje / Closing time of the CompoBot

  14. A szerves hulladék tartály kivételének ideje / Removal time of the organic material container

  15. A szerves hulladék tartály betételének ideje / Loading time of the organic material container

  16. A pro-biotikum tartály töltöttségi szintje, a mérés ideje / Level of the pro-biotic container, time of measurement

  17. A pro-biotikum tartály kivételének ideje / Removal time of the pro-biotic container

  18. A pro-biotikum tartály behelyezésének ideje / Loading time of the pro-biotic container

  19. A CompoBot GPS koordinátái / GPS coordinates of the CompoBot

  20. A CompoBot azonosítója, időbélyege / ID, timestamp of the CompoBot 

  21. A CompoBot FirmWare informatikai log-jai / FirmWare IT logs of the CompoBot

  22. A CompoBot Firmware frissítésének ideje, státusza / Updating time and status of the CompoBot FirmWare

  23. A CompoBot boot kezdetének és végének ideje / Start and end time of the CompoBot boot

  24. A CompoBot SIM kártyájának státusza, az adat ideje / SIM card status, data time of the CompoBot

  25. A CompoBot mobil hálózati kapcsolódásának státusz adatai, az adatok ideje / CompoBot mobile network connection status data, data time

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