• on the provision of accounting and consultancy services to private entrepreneurs carrying out transport activity –

     

     

    1. Definitions
      Foodora Delivery Hero Hungary Kft. (registered
      seat: 1093 Budapest, Czuczor utca 2. I. emelet, company registration No: 01-
      Service Provider:
      MC Mentes Könyvelő és Tanácsadó Betéti Társaság

      (Registered seat: 1064 Budapest, Podmaniczky street 57. 2nd floor, door 14; Company registration number: 01-

      06-798481; tax number: 32732234-1-

      42)

      09-668748)

       

    2. Subject and scope of the GTC
      Client: the private entrepreneur who is entitled
      to order and use the Service in accordance with the terms set out in section 2.1;
      Parties the Client and the Service Provider
      together;
      Services: the accounting and consultancy
      services – specified in section 3.1 –, provided by the Service Provider;
      GTC: the present general terms and conditions;
      Contract: the contract entered into on the basis of
      the offer sent by the Service Provider and the Order submitted by the Client (either accepted electronically via the website);

      Order the order form constituting Annex 2 of the GTC, by which the Client accepts the offer of the Service Provider; form of selected service on the w ww.master- c ons.hu website.

      1. The scope of the GTC shall cover solely the terms and conditions of the Services – provided by the Service Provider – that are set out in this GTC, any further legal relationship related to any task or service other than the Services set out in this GTC shall be governed by a separate agreement between the Parties. Solely those private entrepreneurs shall be entitled to order the Services on the basis of this GTC, who are not consumers (consumer shall mean a natural person acting outside his profession, independent occupation or business activity), who have registered seat in Hungary, who have personal exemption from VAT and who carry out their business activity exclusively in cooperation with WOLT and / or Foodora.

         

      2. If the Client receives revenue that results from a cooperation (either with a natural person, a legal entity or entrepreneur) other than the cooperation with WOLT/Foodora, or the revenue of the Client exceeds VAT exemption treshold, the Parties may conclude a separate agreement on the provision and compensation of the Services and this GTC shall be applicable solely together with the terms of the separate agreement.

         

      3. The legal relationship between the Parties shall be
        Private Entrepreneur:
        the private entrepreneur defined by Act CXV of 2009 on Private Entrepreneurs and Sole Proprietorships;

        governed by the Contract and this GTC. In case of discrepancy between the Contract and the GTC, the provisions of the Contract shall prevail.
        VAT: value added tax;
        Flat-rate tax: the flat-rate tax as defined in Act CXVII
        of 1995 on Personal Income Tax;
        Business day The days of the calendar week from
        Monday to Friday, except for the public holidays and non-working days set out by the Hungarian law;
        WOLT Wolt Magyarország Kft., (registered
        seat: 1085 Budapest, Salétrom utca 4. földszint, company registration No.: 01-09-322693).

      4. Any statement made by the Client excluding the application of the GTC shall be null and void. Any statement made by the Client that is different from the provisions of the GTC shall be valid solely upon the explicit written consent of the Service Provider and shall form part of the Contract between the Parties solely if the Service Provider has explicitly acknowledged that in writing.

         

    3. Scope of the Services
       
        1. On the basis of this GTC the Service Provider shall provide the following Services to the Client:
          • Accounting services
             

            The accounting services shall include the following:

            • maintaining the Client’s revenue record;
            • in case of Clients opting for Flat-rate taxation, to determine the public charges (taxes) payable by the Client and to inform the Client thereof, at the frequency set out by the effective legal regulations;
            • preparation of the Client’s annual tax return.

               

              The accounting services do not include the provision of Consultancy Services.

               

          • Consultancy Services

       

      Answering the written and oral questions raised by the Client – particularly in connection with its taxation form –, providing advice on taxation and related matters, including questions which are raised in relation to the extent/calculation method of the quarterly payable taxes. Assistance in connection with the use of the ‘Web Assistant’ (Webes Ügysegéd) to notify changes to the data of the private entrepreneur is also considered a consultation.

       

        1. The Client acknowledges that all questions addressed to the Service Provider, whether by telephone or e- mail, going beyond the tasks related to the accounting services, shall be considered as consultation and the Client shall pay the Service Provider the fee for Consultancy services.

           

        2. The Service does not include arrangement of immigration related duties and consultation in relation to immigration.

           

        3. Ensuring compliance with the immigration related regulation is the Client’s responsiblity.

       

    4. Ordering the Services, conclusion of the Contract
       
        1. The GTC and its annexes sent by the Service Provider to the Client shall be deemed to be the Service Provider’s offer, which the Client may accept without changes, by sending the Order Form by e-mail to the contact details specified in Section 9.3 or by acceptance of GTC in the form of selected service via the Service Provider’s website. The sending of the Order Form by the Client to the contact details specified in Clause 9.3 shall constitute a Contract between the Parties for the Services.
        2. If the Client accepts the Service Provider’s offer on terms and conditions different from the GTC, the offer shall be considered a new offer by the Client and a Contract shall be concluded between the Parties solely if the Service Provider has expressly accepted the new offer and confirmed it to the Client by e-mail or post.

           

        3. If the Service Provider fails to confirm the Client’s amended order by e-mail or post, the Contract shall not be concluded between the Parties and the Service Provider shall not be obliged to perform it and shall not be liable for its performance.

           

        4. The Service Provider is entitled to refuse the conclusion of a Contract with the Client without giving any reason.

           

        5. Unless set out otherwise in the GTC, the Contract between the Parties may be amended or supplemented only by mutual agreement of the Parties in writing.

       

    5. Obligations of the Client
       
        1. The Client shall cooperate with the Service Provider in order to enable the Service Provider to perform its tasks as effectively as possible.

           

        2. The Client acknowledges that the conclusion and the performance of the Contract by the Service Provider shall be subject to
          • the submission of all data necessary for the fulfillment of the Contract to the Service Provider by the Client; and
          • authorization of the Service Provider by the Client to add and thereby provide the Service Provider with continuous access to the Client’s Client Portal (Ügyfélkapu) and thereby to the Client’s account on o nlineszamla.nav.gov.hu;
          • documents proving identity (e.g. ID card, passport, driving license, etc.), a copy of a tax identification card, social security card (TAJ card);

            In the absence of any condition referred herein, the Service Provider is entitled to refuse the conclusion of the Contract or to withdraw from the Contract that is already concluded.

             

        3. The Client shall provide the invoices and invoicing related information received from Wolt/Foodora to the Service Provider continuously when this information is received

          The Client shall provide any additional information requested by the Service Provider within a reasonable period of time and a manner specified by the Service Provider.

           

        4. The Client warrants that the content of the accounting documents, data and documents sent by

          WOLT/Foodora is accurate, and the Client shall be fully liable for the accuracy and correctness of the data, information and documents provided.

           

        5. The Service Provider shall not be liable for any damages or additional costs incurred by the Client or third parties as a result of incorrect or late provision of data or information. The Client shall be liable for any damage and additional costs incurred by the Service Provider and third parties as a result of incorrect (including data not provided in the format required by the Service Provider or not suitable for machine processing) or late provision of data.

           

        6. The Client shall notify the Service Provider of any changes to the data provided without undue delay, but no later than within two Business Days.

           

        7. The Client is obliged to pay the public charges (taxes) in due time on the basis of the information sent by the Service Provider, in case of failure to do so, the responsibility shall be borne solely by the Client. In addition, the Service Provider shall not be obliged to monitor the Client’s financial performance and arrears of public charges or to warn the Client thereof. Nor shall the Service Provider be liable in the event that the Client fails to receive the information sent by the Service Provider at the contact details provided on the Order Form.

           

        8. During the term of the Contract, the Client shall ensure that he receives the Service Provider’s information at the contact details provided, and the Service Provider shall not be liable if the message sent is not received at the e-mail address provided, is sent to a spam folder, or the Client has lost or misused his password or does not receive the Service Provider’s information for any reason in the Client’s interest.

       

    6. Remuneration for the Services
       
        1. The Client shall pay a service fee to the Service Provider for the Services, consisting of the following rates:

           

          • Accounting Fee
             

            The Client shall pay to the Service Provider the following fix fee on a monthly basis:

             

            under GTR, in full time (Wolt and

            Foodora)

            12 000

            under GTR, in part time (beside weekly

            36 hours employment, full time student or being retired, Wolt or Foodora)

             

            6 500*

            under GTR, in part time (beside weekly 36 hours employment, full time student

            or being retired, Wolt and Foodora)

             

            7 500*

             

            *this fees are applicable if the sole entrepreneur doesn’t exceed the annual tax and contribution free revenue limit. If the limit is exceeded then from the date when it is exceeded until the end of the year the full-time fee is applicable.

             

            The annual personal income tax (PIT) return and the preparation of the local business tax return are not part of the basic monthly accounting service. The fee for preparing these two returns are the following:

            Service description

            Grooss

            fee (HUF)

            Annual PIT return – supplementing the draft version prepared by the Tax Authority with sole entrepreneurship

            related data

             

            6 000

            Annual PIT return – supplementing the draft version prepared by the Tax Authority with sole entrepreneurship related data, with 1 additional income

            element and/or tax allowance item

             

            12 000

            Annual PIT return – prepared from zero, before the Tax Authority would

            communicate the draft version.

             

            22 000

            Local business tax return – with only

            registered seat without any sites

            6 000
            Local business tax return – with registered seat and site

            6 000+

            3 000

            /site

             

            The fee for PIT and local business tax returns are charged at the beginning of March together with the accounting fee of February period.

            Service description

            Gross fee

            (HUF)

            termination – together with last

            year’s and current year’s local business tax return

             

            17 000

             

            In case of termination or suspension of the sole entrepreneurship, in addition to the accounting fee incurred for the month of termination or suspension the Client shall pay the accounting fee of termination/suspension based on the pro forma invoice issued by the Service Provider

            Type of sole entrepreneurship

            Gross fee

            (HUF)

            under GTR, in full time (Wolt or

            Foodora)

            8 500

             

             

            The Client is obliged to pay the accounting fee on a monthly basis based on the invoice issued by the Service Provider with a 5-day payment deadline.

             

            • Consultancy Services Fee
               

              The Client shall pay a time-based consultancy services fee, based on the consultancy services provided during the month concerned.

               

              Description of Service

              Gross fee

              (HUF)

              consultancy/administration, for each

              15-minute period started

              3 000

               

              The Client is obliged to pay the consultancy services fee for each 15-minute period started.

               

              The consultancy service provided by phone, e- mail, electronic communication during the month in question is aggregated on the last day of the month in question and the Service Provider issues an invoice with a 5 day payment deadline.

               

        2. The service fees are in Hungarian Forints and gross amounts include VAT.

           

        3. The service fee does not include costs incurred in connection with the performance of the Services (such as, but not limited to fees, procedural fees; costs of travel or consultancy outside the office of the Service Provider), which costs shall be paid in advance by the Client. The Service Provider shall inform the Client separately of the amount of any reimbursement of costs in addition to the service fee (e.g. in the case of proceedings outside the Service Provider’s office).

           

        4. If the Client does not object to the invoice by e-mail or in writing by post within two Working Days from the receipt of the invoice, the invoice shall be deemed to have been accepted.

           

        5. If the Client fails to meet any payment obligation, the Client shall pay late payment interest for the overdue amount in accordance with section 6:155 § (1) of the Civil Code, in addition due to the incurring notification letters HUF 600 collection cost is charged. The Client’s payment obligation shall be deemed to be fulfilled on the date on which the amount of the respective fee is credited to the Service Provider’s bank account.
        6. If the Client fails to meet his payment obligation, the Service Provider is entitled to suspend the performance of the Contract until the Client’s debt is paid. At the same time as the suspension, the Service Provider shall be entitled to make the performance of the Contract subject to the provision of security by the Client.

           

          termination – together with current

          year’s local business tax return

          12 000

          Pausing – without preparation of

          local business tax return

          6 000

           

        7. The Client shall not be entitled to set off against any amounts payable by him or to withhold any amounts payable by him on any legal basis.

       

    7. Intellectual Property Rights
       

      7.1. The Service Provider shall be entitled to all intellectual property rights related to any copyrighted work that may be created in the course of the performance of the Contract. The Service Provider shall grant to the Client a non-exclusive, non-transferable right of use, for internal use only, of the copyright work.

       

    8. Confidentiality
       
        1. The Parties shall keep confidential any business secrets, data and information which come to their knowledge in the course of the performance of the Contract under the GTC and, unless otherwise provided by law, court order or regulation. The Parties shall not disclose the confidential information to third parties and shall not otherwise make them available to third parties without the express written consent of the other Party.

           

        2. The obligation of confidentiality shall also apply to the persons employed, engaged or employed by the Parties in any capacity whatsoever, and the Parties undertake to expressly inform thereof the persons employed, engaged or employed by them in any capacity whatsoever. The Parties shall be liable in the event of any breach of the obligation of confidentiality set out in this GTC by any person employed or engaged by them in any capacity whatsoever.

           

        3. The obligation of confidentiality shall survive the termination of the Contract between the Parties

       

    9. Contact
       
        1. The communication between the Service Provider and the Client shall be primarily by e-mail, to the Client’s e-mail address specified in the Order Form and to the Service Provider’s e-mail address specified in the GTC or to the e-mail address of the Service Provider’s employee designated for communication during the performance of the Contract.
        2. The Parties shall be deemed to have duly communicated in writing any message sent by electronic means (e-mail) to the specified addresses, including any statement of rights relating to the amendment or termination of the Contract and any notice or other communication relating to the performance of the Contract.

           

        3. Contact details of the Service Provider’s contact person:

          Name: Doumbouya Diána

          E-mail: ddiana@master-cons.hu Phone: +36 30 746 1575

           

        4. All notices sent by the Parties to each other via e-mail before 4.00 p.m. on a given Business Day shall be deemed to have been delivered on the day of sending, and e-mail messages sent after 4.00 p.m. on a given Business Day shall be deemed to have been delivered on the next Business Day. Notices handed over in person, or sent by hand-delivery or by registered post shall be deemed to have been delivered on the day of delivery (the date of delivery being the date shown on the signed acknowledgement of receipt or the return receipt). The Parties agree that if the addressee has refused to accept delivery, it shall be deemed to have been delivered on the day on which the delivery is attempted, if the consignment is returned from the address given with the words “unclaimed”, “moved”, “addressee unknown” or similar, it shall be deemed to have been delivered on the Working Day following the day on which the delivery is attempted. Notices sent by registered post shall be deemed to have been delivered on the fifth Working Day following the day on which they are posted.

       

    10. Protection of personal data
       
        1. During the performance of the Contract the Service Provider processes personal data in accordance with the regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation or „GDPR”) and with the Act CXII of 2011 on the Informational Self-Determination and Freedom of Information.

           

        2. The Service Provider’s privacy notice constitutes Annex 1 of this GTC and shall be provided to the Client together with the GTC.

       

    11. Duration and termination of the Contract
       
        1. Unless otherwise agreed by the Parties in writing, the Parties conclude the Contract for an indefinite term.
        2. The Parties shall terminate the Contract any time with mutual agreement.

           

        3. Any Party may terminate this agreement by giving at least 30-day notice – via registered mail or e-mail – to the other Party.

           

        4. The Service Provider may terminate the Contract with immediate effect by sending the termination notice to the Client either via e-mail or registered mail, if the Client – despite the cure notice sent by the Service Provider with at least 5-day time limit –
          • has not fulfilled its payment obligation or
          • has not cured the breach of the Contract.

             

        5. There is no need to send a cure notice before the termination, if – with regard to the serious nature of the breach – the sustainment of the legal relationship cannot be expected from the Service Provider.

           

        6. The termination of the Contract by the Service Provider with immediate effect shall take effect when the Client receives the termination notice. The obligations relating to the provision of the Services ordered by the Client shall cease at the same time when the termination of the Contract with immediate effect enters into force.

           

        7. If the termination of the Contract with immediate effect is due to the Client’s breach of contract, the party in breach of contract shall compensate and indemnify the Service Provider for any damage caused.

           

        8. In the event of termination of the Contract for any reason, the Service Provider’s duty and liability shall be limited to the processing of data, documents, accounting documents and related accounting services provided until the last day of the month preceding the termination of the Contract, if the invoiced fees are fully financially settled. The Client shall be responsible for the tasks relating to the accounting services for the month of termination of the Contract in due time.

           

        9. In the event of termination of the Contract in any form, the Client shall be obliged to pay in full the service fees at the same time as the transfer of the accounting documents generated by accounting service.

       

    12. Miscellaneous provisions

 

    1. For any aspects not covered by the GTC, the Hungarian law shall apply.

       

    2. The Service Provider shall be entitled to unilaterally modify the provisions of the GTC at its own discretion and shall notify the Client of such modification. If the

      Client does not agree with the amendment, he shall be entitled to terminate the Contract with 15 days’ notice.

       

    3. The Contract between the Parties (including the provisions of the GTC) constitutes the entire agreement between the Parties, and any former written or oral agreement on the subject matter of the Contract shall be null and void simultaneous with the conclusion of the Contract.

       

    4. The Parties agree to set out the exclusive jurisdiction of the Budapest IV and XV District Court – depending on the jurisdiction – in the event of any legal dispute. The Parties shall notify each other immediately of any circumstances that may jeopardize or hinder the effectiveness of the performance of the Contract. Each Party shall compensate and indemnify the other Party for any damage resulting from its failure to give notice or from its delay in giving such notice.

       

    5. Without the prior written consent of the Service Provider, the Client shall not be entitled to assign or transfer its rights and/or obligations to third parties.

       

    6. The liability of the Service Provider for damages arising from any breach of the Contract by the Service Provider shall be limited to 2 quarterly’ Accounting fees.

       

    7. The Parties agree to exclude the liability of the Service Provider’s executive officers for indirect and consequential damages resulting from the Contract or from the breach thereof, except for the liability of the executive officers for intentional or criminal breach of contract, or for breach of contract causing harm to life, physical integrity or health.

 

Budapest, 30 January 2025.

 

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