Terms and Conditions

Regarding Official Merchandising Activities

This document contains the General Terms and Conditions (GTC) for Official Merchandising activities provided by MVTML Clothing Ltd. (Registered Office: 1044 Budapest, Váci út 83.; Company Registration Number: 01 09 419182; Tax Number: 32342943-2-41), hereinafter referred to as the Service Provider, to its clients.
The purpose of these GTC is to regulate the conditions and manner in which the Service Provider designs, manufactures, and sells merchandise products (hereinafter: Products) for its clients (hereinafter: Client).
These GTC are to be applied together with the provisions of the Individual Terms agreed between the Parties.

1. Common conditions for the services provided by the Service Provider
1.1. Rights and obligations of the Service Provider
The Parties agree that the Service Provider’s task is, according to the Individual Terms defined by the Parties, to design, manufacture, and sell the Products, as well as perform other administrative tasks.
The Service Provider is obliged to perform its tasks in accordance with generally accepted professional principles, in first-class quality, i.e., free of defects and errors. The finished Product must comply with Hungarian laws, Hungarian and European Union standards, and generally accepted professional regulations.
The Service Provider is entitled to charge a service fee and/or commission for providing its services.
The Parties shall determine the amount of the service fee and/or commission in the Individual Terms.

1.2. Rights and obligations of the Client
The Client is obliged to continuously cooperate with the Service Provider during the performance of the contract, primarily by providing the Service Provider with the information necessary for performance. The Client must respond to the Service Provider’s consultation request within 3 working days.
The Client shall bear any additional costs arising from delayed fulfillment of its cooperation obligations. The Service Provider must notify the Client of any deadline modification requests resulting from such causes and request written confirmation of them.
The Client is obliged to pay the service fee and/or commission specified in the Individual Terms.

1.3. Rights and obligations of both Parties
The Parties shall inform each other of any circumstances that may hinder the timely execution of the work.
For accurate and complete execution of the work, the Parties shall maintain direct work contact and record in writing any actions taken during the cooperation that they consider significant enough to affect the contract.
The Parties shall cooperate during the performance of the contract and contribute with all means available to ensure its proper execution.

1.4. Accounting issues
The Service Provider is entitled to issue invoices for the services provided.
Where possible, the Parties shall record the date and circumstances of performance by a performance certificate. If the Client does not sign the performance certificate, this does not prevent the Service Provider from issuing the invoice.
For administrative tasks, the Service Provider performs its duties based on an hourly rate and issues a single invoice upon completion of the workflow. The uniform hourly rate for administrative activities is HUF 6,500 per started hour, which may be modified by prior agreement before the start of the workflow.
The payment term for invoices shall not exceed 15 days.

2. Production and quality requirements
2.1. Product design
The Service Provider is entitled to create the Product design based on the Client’s specifications, ideas, and requests.
The Client is obliged to provide the necessary materials (images, logos, texts, etc.) in an appropriate format.
The Service Provider shall perform a preliminary quality check of the materials provided by the Client, but the Service Provider is not responsible for the accuracy or legality of the content provided.

2.2. Manufacturing process
The Service Provider shall manufacture the Products according to the design approved by the Client.
The Service Provider shall ensure that the Products meet professional standards and quality requirements.
Any deviations or defects discovered during production shall be reported to the Client immediately.
The Client is responsible for approving or rejecting the finished Product in writing.

2.3. Delivery and acceptance
The Service Provider shall deliver the finished Product to the Client within the timeframe specified in the Individual Terms.
The Client is obliged to inspect the Product upon receipt and report any defects immediately.
If the Client does not report any defects within 5 working days, the Product shall be considered accepted.

3. Intellectual property rights
3.1. Ownership of the design
Unless otherwise agreed in the Individual Terms, the Service Provider retains all intellectual property rights to the Product design.
The Client receives a non-exclusive, non-transferable license to use the Product for merchandising purposes as defined in the Individual Terms.

3.2. Copyrights and trademarks
The Client guarantees that all materials provided to the Service Provider do not infringe on third-party intellectual property rights.
The Client is responsible for obtaining all necessary permissions, licenses, and approvals for the use of logos, images, or any other materials provided.
The Client shall indemnify the Service Provider against any claims arising from the infringement of third-party rights.

4. Liability
4.1. Service Provider liability
The Service Provider shall be liable for direct damages caused by intentional or grossly negligent acts.
The Service Provider is not liable for indirect, consequential, or lost profit damages.
The total liability of the Service Provider for any single contract shall not exceed the total fee paid by the Client for that contract.

4.2. Client liability
The Client shall be liable for damages resulting from incorrect, incomplete, or unlawful materials provided to the Service Provider.
The Client shall compensate the Service Provider for any costs, claims, or damages arising from third-party claims.

5. Confidentiality
The Parties undertake to treat all information obtained in connection with the cooperation as confidential and to use it only for the purpose of fulfilling the contract.
This obligation survives the termination of the contract and is valid for 3 years from the date of termination.

6. Termination of the contract
6.1. Termination by mutual agreement
The contract may be terminated at any time by mutual written agreement.

6.2. Termination for cause
Either Party may terminate the contract with immediate effect if the other Party seriously breaches its obligations and fails to remedy the breach within 15 days after written notice.

6.3. Consequences of termination
Upon termination of the contract, the Client shall pay the Service Provider for all services provided up to the termination date.
The Service Provider shall deliver all completed or partially completed Products to the Client.

7. Final provisions
7.1. Governing law and jurisdiction
The contract shall be governed by Hungarian law.
Disputes arising from the contract shall be resolved by the competent court in Budapest.

7.2. Modifications
Any modification of these GTC or the Individual Terms must be made in writing and signed by both Parties.

7.3. Severability clause
If any provision of this GTC or the Individual Terms is or becomes invalid, the remaining provisions shall remain in full force. The Parties shall replace the invalid provision with a valid one that most closely reflects the original intent.

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MVTML Clothing Kft.
From 2020.04.15.