TERMS

2.1. These Terms and Conditions (the Terms) govern the use of the services described in Section 4.

2.2. The Terms apply to every legal relationship between the Provider and the natural or legal person using the service (the Client), whether the contract was concluded electronically, in writing or orally.

2.3. By placing an order or signing an individual contract, the Client declares that it has read, understood and accepted these Terms as binding.

2.4. Where the parties conclude an individual contract whose provisions differ from these Terms, the individual contract prevails.

2.5. The Provider may amend these Terms unilaterally. It gives notice of the amendment at least 15 days before it takes effect by publishing it on the website and, in the case of a continuing contract, also by email. If the Client does not accept the amendment, it may terminate the continuing contract before the amendment takes effect.

3.1. Consumer: a natural person acting outside their trade, self-employed occupation or business.

3.2. Business: a person acting within their trade, self-employed occupation or business.

3.3. Service: the design, configuration, implementation and operation of AI-based voice customer communication solutions by the Provider, and the related consultancy.

3.4. AI Voice Agent: an AI-based automated telephone or web conversation system, configured by the Provider for the Client and running on a third party's technology platform.

3.5. Third-Party Provider: an external technology provider on whose systems the Service is built, in particular providers of speech synthesis and language models, and telecommunications providers.

3.6. Set-up Fee: the one-off fee payable for implementing the Service.

3.7. Monthly Fee: the fee payable monthly for the continuous operation, maintenance and support of the AI Voice Agent.

4.1. The Provider supplies the following:

a) requirements analysis and the design of the conversation script (prompt);
b) configuration of the AI Voice Agent based on the Client's information and requirements;
c) connection of the agent to the Client's telephone or web interface;
d) testing and go-live;
e) continuous operation, monitoring and technical support;
f) maintenance and fine-tuning of the conversation script.

4.2. The precise content and scope of the Service, and any limitations, are set out in the parties' individual agreement or in the Provider's quotation.

4.3. The Provider delivers the Service on the platforms of Third-Party Providers. The Client acknowledges that the operation of the Service depends on the availability and operation of those platforms.

5.1. The AI Voice Agent is not a medical device. It cannot make diagnoses or give treatment advice, and it does not in any way replace qualified medical, legal, financial or other professional advice.

5.2. The AI Voice Agent is not an emergency service. The Client expressly acknowledges that the Service is not suitable for handling life-threatening situations or urgent care needs, and must ensure that a separate, human-operated procedure is available for urgent cases.

5.3. Because of how artificial intelligence works, the agent's responses are not deterministic; it may err, misunderstand or record information inaccurately. The Provider does not warrant faultless or uninterrupted operation.

5.4. The Client must regularly check the information recorded by the agent — in particular call-back requests and contact details — and must not rely solely on the automated system.

5.5. The Client is responsible for ensuring that callers are properly informed that they are communicating with an automated, AI-based system, in line with the transparency requirements of the EU regulation on artificial intelligence. The Provider assists with the technical implementation of that notice.

5.6. Where call recording is used, the Client is responsible for informing callers in advance and for establishing the necessary legal basis.

6.1. The contract is formed when the Client accepts the Provider's quotation or signs an individual contract.

6.2. Where the contract is concluded electronically, it is formed when the Provider's confirmation email reaches the Client. The Provider confirms an order within 48 hours of receipt. If no confirmation arrives within that period, the Client is released from its offer.

6.3. The contract concluded qualifies as a contract in writing; the Provider files it and retains it for the statutory retention period.

6.4. The language of the contract is Hungarian.

6.5. Before the contract is concluded the Provider informs the Client about the means of correcting input errors. The Client may amend the data entered at any time before finalising the order.

7.1. The fee consists of the Set-up Fee and the Monthly Fee, the exact amounts of which are set out in the individual contract or the accepted quotation.

7.2. The Provider is exempt from VAT; the fees stated do not include value added tax.

7.3. Payment is made by bank transfer against the Provider's invoice. Online card payment is not available.

7.4. The Set-up Fee falls due on formation of the contract unless the parties agree otherwise. The Provider may invoice up to 50% of the Set-up Fee in advance, before work begins.

7.5. The Monthly Fee is payable monthly in advance. The Provider issues the invoice on the first working day of the month concerned.

7.6. The payment term is 8 calendar days from the date of the invoice, unless the invoice provides otherwise.

7.7. In the event of late payment the Provider is entitled to default interest under the Hungarian Civil Code. Where the Client is a business, the Provider is also entitled to the flat-rate recovery cost.

7.8. If payment is more than 15 days late, the Provider may suspend the Service after prior written warning. The obligation to pay the Monthly Fee continues during suspension.

7.9. Usage-based costs of Third-Party Providers (in particular per-minute speech processing and telecommunications charges), where the Provider passes them on, are invoiced in arrears according to actual usage. The Provider gives advance information about their expected level, but the final amount depends on actual use.

7.10. The Provider may change the Monthly Fee once per calendar year with at least 30 days' prior written notice. If the Client does not accept the change, it may terminate the contract with effect from the day the change takes effect.

8.1. The Client must supply the data, content and access required for performance of the Service in full, accurately and on time.

8.2. The Client warrants that it is entitled to use the data, texts and other content it provides and that they infringe no third-party rights.

8.3. The Client is responsible for the secure handling of the credentials of its own accounts and of third-party accounts registered on its behalf.

8.4. The Client must use the Service for lawful purposes. It is prohibited in particular to use the Service for unsolicited marketing calls, for misleading caller identification, or for any unlawful activity.

8.5. The Client must inform the Provider without delay of any circumstance affecting performance of the Service, including any malfunction observed.

8.6. If the Client breaches the obligations in this Section and the Provider suffers damage as a result, the Client must compensate it. Where delay is caused by the Client's omission, the deadline for performance is extended by the duration of that omission.

9.1. Conversation scripts, configurations, documentation and other intellectual works created by the Provider are protected by copyright and the Provider is the rightholder.

9.2. Following payment in full, the Provider grants the Client a non-exclusive licence, unlimited in territory and limited to the term of the contract, to use the completed solution for its own business purposes.

9.3. Without the Provider's prior written consent the Client may not resell, assign or provide derivative services based on the solution created by the Provider.

9.4. Content and data supplied by the Client remain the Client's property.

9.5. The Provider may state the Client's name and a general description of the project as a reference, unless the Client objects in writing.

10.1. The Provider processes personal data in accordance with Regulation (EU) 2016/679 (GDPR) and the applicable Hungarian law. Details are set out in the Provider's Privacy Notice, available at https://ziryvo.com.

10.2. In the course of providing the Service, in respect of the personal data of the Client's customers the Client is the controller and the Provider acts as processor.

10.3. Before the Service begins the parties conclude a written data processing agreement containing the elements required by Article 28 GDPR.

10.4. The Client is responsible for having an appropriate legal basis for processing data subjects' data and for informing them as required by law.

10.5. Where the Service involves processing health data or other special category data under Article 9 GDPR, the Client must inform the Provider in advance and the parties must record the heightened security requirements in a separate agreement.

10.6. The Provider engages Third-Party Providers as sub-processors, for which the Client gives general authorisation on conclusion of the contract. The Provider gives information about the sub-processors engaged and notifies the Client in advance of any change.

11.1. The parties must keep confidential any trade secret of the other party that comes to their knowledge during performance of the contract and must not disclose it to third parties.

11.2. The duty of confidentiality continues indefinitely after the contract ends.

11.3. Disclosure required by law or by a decision of an authority does not breach confidentiality.

12.1. The Provider performs the Service with the care that can be expected of it and in accordance with professional standards.

12.2. The Provider is not liable for:

a) faults arising from outages, shutdowns, discontinuation, pricing or feature changes in the systems of Third-Party Providers;
b) disruption caused by faults in the internet connection or the telecommunications network;
c) inaccuracies in content arising from the operation of artificial intelligence, provided the Provider carried out the configuration to professional standards;
d) damage arising from incorrect, incomplete or misleading information supplied by the Client;
e) consequences of unlawful use by the Client;
f) lost profit, lost business opportunity, indirect or consequential damage.

12.3. Where the Client is a business, the Provider's liability in damages for breach of contract is capped at the total fees actually paid by the Client in the 6 months preceding the event causing the damage. This cap does not apply to liability for damage caused intentionally or for breaches causing harm to life, bodily integrity or health.

12.4. Where the Client is a consumer, these Terms do not limit the Provider's liability beyond what the law permits.

12.5. Force majeure: Neither party is liable for non-performance caused by an unforeseeable and unavoidable circumstance beyond its control, such as a natural disaster, war, strike, official measure or a widespread network or provider outage. The affected party must inform the other without delay.

13.1. The Provider aims for continuous availability but — given its dependence on Third-Party Providers — undertakes a specific availability level only in a separate written service level agreement (SLA).

13.2. Technical support is provided on working days between 9:00 and 17:00 by email (bence@ziryvo.com).

13.3. The Provider responds to reported faults within 24 hours on working days.

13.4. The Provider may carry out planned maintenance, of which it gives the Client at least 48 hours' notice.

14.1. Either party may terminate a continuing contract concluded for an indefinite period in writing, without giving reasons, on 30 days' notice.

14.2. Either party may terminate the contract with immediate effect if the other commits a material breach and fails to remedy it within 15 days of a written demand.

14.3. The Provider may terminate with immediate effect if the Client uses the Service for unlawful purposes or is more than 30 days late with payment.

14.4. On termination the Provider deletes the Client's data — to the extent not covered by a statutory retention obligation — within 30 days. Within that period the Client may request that its data be released to it.

14.5. Termination does not affect payment obligations that have already fallen due.

This section applies only to Clients who are consumers.

15.1. Right of withdrawal and termination

15.1.1. In the case of a distance contract, the consumer has a right of withdrawal (for service contracts, a right of termination) without giving reasons within 14 days of the conclusion of the contract, under Hungarian Government Decree 45/2014 (II. 26.) on the detailed rules of contracts between consumers and businesses.

15.1.2. The consumer may exercise this right by an unequivocal statement sent to bence@ziryvo.com, or by using the model form annexed to that decree. The right is exercised in time if the statement is sent before the deadline expires.

15.1.3. Important: If the consumer expressly requests that performance begin before the 14-day period expires, the consumer loses the right of termination once the service has been performed in full. If the consumer terminates after performance has begun but before it is complete, the consumer must pay for the part of the service performed, in proportion, up to the notice of termination.

15.1.4. Before performance begins the Provider expressly informs the consumer of the consequences set out in 15.1.3 and obtains the consumer's express prior consent.

15.1.5. In the event of withdrawal the Provider refunds the amount paid without delay and within 14 days of learning of the withdrawal at the latest, taking into account the proportionate settlement under 15.1.3.

15.2. Warranty

15.2.1. Warranty for defects. In the event of defective performance the consumer may make a claim under the Hungarian Civil Code. At the consumer's choice, repair or replacement may be requested or — where these are not possible or the Provider has not undertaken them — a proportionate reduction in price, or the consumer may withdraw from the contract. Withdrawal is not available for an insignificant defect.

15.2.2. The consumer must notify the defect without delay after discovering it, and within two months at the latest. Warranty claims may no longer be enforced after the two-year limitation period running from performance.

15.2.3. Within one year of performance there is no condition other than notification of the defect, provided the consumer proves that the service was supplied by the Provider. After one year the consumer must prove that the defect already existed at the time of performance.

15.2.4. Digital service. Where the Service falls under Hungarian Government Decree 373/2021 (VI. 30.) on contracts for the supply of digital content and digital services, the consumer also has the rights set out in that decree, including the requirements on conformity of the service with the contract.

15.2.5. Guarantee. No mandatory guarantee applies to the Service.

15.3. Complaints

15.3.1. A consumer may submit a complaint about the Service using the contact details in Section 1.

15.3.2. The Provider examines an oral complaint immediately and remedies it where necessary. A written complaint is answered substantively, in writing, within 30 days of receipt. A rejection must be reasoned.

15.3.3. The Provider records the complaint in minutes and keeps them, together with a copy of the reply, for 5 years.

15.4. Remedies

15.4.1. Consumer protection authority

A consumer may complain to the county government office competent for their place of residence. The authority competent for the Provider's seat is:

Pest County Government Office
Consumer Protection Department
József körút 6., 1088 Budapest, Hungary

Contact details of the county government offices are available at https://kormanyhivatalok.hu

15.4.2. Conciliation board

For out-of-court settlement of disputes about the quality of the service or about the conclusion and performance of the contract, a consumer may turn to the conciliation board. The board competent for the Provider's seat is:

Pest County Conciliation Board
Balassi Bálint utca 25. IV/2., 1055 Budapest
Postal address: 1364 Budapest, Pf.: 81.
Email: pmbekelteto@pmkik.hu

A consumer may also turn to the conciliation board competent for their place of residence or stay.

The Provider has a duty to cooperate in conciliation board proceedings. By accepting these Terms the Provider makes no general declaration of submission.

15.4.3. Online dispute resolution

The European Commission's online dispute resolution platform may be used for the out-of-court settlement of consumer disputes: https://ec.europa.eu/consumers/odr

15.4.4. Court proceedings

A consumer may also enforce their claim before a court. The proceedings are governed by the Hungarian Code of Civil Procedure.

16.1. Matters not regulated in these Terms are governed by Hungarian law, in particular:

• Act V of 2013 on the Civil Code;
• Act CVIII of 2001 on certain issues of electronic commerce services and information society services;
• Government Decree 45/2014 (II. 26.) on the detailed rules of contracts between consumers and businesses;
• Act CLV of 1997 on consumer protection;
• Government Decree 373/2021 (VI. 30.) on contracts for the supply of digital content and digital services;
• Regulation (EU) 2016/679 (GDPR).

16.2. The parties make legal statements relating to the contract in writing, primarily by email. The official contact address is bence@ziryvo.com on the Provider's side and, on the Client's side, the email address given when ordering.

16.3. If any provision of these Terms proves invalid, the validity of the remaining provisions is unaffected. The invalid provision is replaced by a valid one that comes closest to the parties' intention.

16.4. The Provider has not submitted to any code of conduct.

16.5. The Client may not transfer its rights and obligations under the contract to a third party without the Provider's prior written consent.

16.6. The parties will seek to settle disputes arising from the contract primarily amicably, through negotiation.