These General Terms and Conditions are entered into on the date and at the place stated below between ID&TRUST KFT., registered office: 1021 Budapest, Versec sor 18., company registration number: 01-09-710179, tax number: 12923173-2-41, represented by Tamás Szabó, Managing Director (the “Service Provider”), and the “Customer” (together, the “Parties”), on the following terms.
(1) Introductory provisions
1. The Service Provider provides the Customer with an electronic signing facility so that a person invited by the Customer (the “Invitee”) can electronically sign the document or documents that the Customer submits for signature using the ittirdala.hu website (the “Service Website”) and/or the ittirdala API (the “Service”).
2. To sign electronically, the Invitee may use the GoodID Digital Wallet application (the “Application”) or the eAláírás electronic signature function of the Digitális Állampolgár (Digital Citizenship) mobile application.
3. To apply an advanced electronic signature on behalf of the Invitee, the Service uses the non-qualified trust service provided by ID&Trust Kft. for the creation of advanced electronic signatures (the “Trust Service”).
4. For identification by the Trust Service, you must use an identity service provider that has a contract with the trust service provider (the “Identity Service Provider”).
5. The Invitee may be the Customer or the User defined in clause 17 of this agreement.
6. The current version of these General Terms and Conditions (“GTC”) is available at https://ittirdala.hu/docs/aszf
6/A. These GTC apply to contracts concluded on or after their effective date and to packages purchased or activated on or after that date.
Contracts concluded before these GTC entered into force, and packages previously purchased or activated under those contracts, remain governed by the GTC the Customer accepted when concluding the contract. Version 1.3 of the GTC is available at the permanent archive link https://ittirdala.hu/docs/aszf-1.3. Clause 40/A sets out the detailed transitional rules for previously purchased PREPAID 100 packages and previously activated ITTÍRDALÁ 100 packages.
(2) Service agreement
7. The Customer uses the Service so that the Customer or the Invitees can electronically sign a document uploaded by the Customer to the Service Website.
8. The Customer and the Invitee, as applicable, must ensure the security and availability of the iOS or Android smartphone, workstation and internet access required to use the Service.
9. For the advanced electronic signature referred to in clause 3 to be applied, the trust service provider must successfully identify the Invitee. This requires the use of the Identity Service Provider.
10. To create a qualified electronic signature using the eAláírás function referred to in clause 2, the Invitee must have the Digitális Állampolgár mobile application with its eAláírás function.
11. To apply an advanced electronic signature successfully, the Invitee must enter into agreements with the Identity Service Provider and the trust service provider.
12. Subject to the transitional exceptions in clause 40/A, the Service Provider makes a simple signing workflow available to the Customer under Prepaid and Subscription packages. The advanced signing workflow and its features described in clause 14 are available only under the Business package.
13. The number of people who can be invited and the number of documents that can be signed in one workflow, together with the other features of each package, are set out at https://ittirdala.hu/arak/
14. The following features are available in the advanced signing workflow:
(i) Batch signing: several Signers sign a document independently of each other. A separate signed document is created for each Signer, bearing that Signer’s signature.
(ii) Bulk signing: one or more documents are submitted to several Signers for signature in a single signing workflow.
(iii) Sequential signing: several Signers sign a document in a specified order. This produces a single document bearing all their signatures.
(iv) Parallel signing: several Signers sign a document in parallel, in no fixed order. This produces a single document bearing all their signatures.
15. The Service Provider supplies instructions for carrying out the advanced signing workflow. Reading and using these instructions is a condition for using advanced signing through ittirdala.hu.
Customer Account
16. To operate the Service, the Service Provider gives the Customer an account on the Service Website (the “Customer Account”) for uploading documents to be signed, downloading signed documents and managing invitations.
17. A Customer that is a legal entity may invite additional users (each a “User”) under a Business package or under the transitional provisions of clause 40/A. Additional Users may be invited on the following conditions:
(i) The Customer is responsible for the User’s activities and for ensuring that additional Users comply with the obligations in these GTC.
(ii) Users may use the Service against the Customer’s balance.
18. Where the Customer is a natural person, the Customer and the User are the same person.
19. The Customer is responsible in particular for:
(i) supervising and maintaining access and permissions associated with the Customer Account;
(ii) the content of documents uploaded to the Service Website, ensuring that they are free of viruses, and downloading signed documents;
(iii) archiving signed documents;
(iv) compliance with the GTC and Privacy Notice of the Service, including by its Users;
(v) keeping the details of the payment card used through the Customer Account up to date;
(vi) obtaining the Invitee’s contact details, in particular their email address, lawfully, transferring them lawfully to the Service Provider and ensuring that the details supplied are accurate and up to date. This provision does not affect the Service Provider’s own statutory obligations regarding the processing of personal data;
(vii) assessing whether the type and legal level of the electronic signature it selects from those available through the Service meet the statutory, regulatory, contractual or other formal requirements applicable to the legal relationship, transaction or procedure concerned. The Service Provider does not give individual legal advice and is not liable for the legal consequences or loss arising from the Customer’s selection of an electronic signature that is unsuitable for the intended purpose, provided the Service Provider supplied the selected signature in accordance with these GTC and the terms published on the Service Website.
20. The Service Provider may immediately exclude the Customer and/or User from the Service and suspend access to the Customer Account if the Customer’s or User’s activities jeopardise the operation of the Service, in particular the Customer Account, the identity service or the Trust Service.
21. The Customer may initiate termination of the Service and/or deletion of its Customer Account through the Customer Account. The Customer Account can be deleted only if the Customer has no overdue fees.
22. Upon termination of the Service, all Users belonging to the Customer and the Customer’s ittirdala API access are deleted.
23. The User may recommend the Service to others (a “Referred Person”). The Service Website sets out the details of the referral discount.
ittirdala.hu API
24. Except as provided by the transitional provisions of clause 40/A, the Service Provider may grant ittirdala API access and supply the necessary API key only to a Customer with a Business package. The ittirdala API may be used only against the package that provides API access.
25. The Customer must keep the authentication credentials supplied to it confidential and handle them with due care.
26. The Service Provider may continuously develop and modify the Service, in particular the ittirdala API.
27. The Customer must carry out the integration in accordance with the technical documentation supplied by the Service Provider. It undertakes to use the latest version of the API and technical documentation supplied by the Service Provider, especially versions containing security updates or updates required for legal compliance.
28. The Customer bears its own costs of integration and maintenance.
29. The Service Provider may suspend the Service if the Customer’s activities jeopardise the Service as a whole.
30. Except for the continued use of API access actually granted before these GTC took effect and retained under clause 40/A, integration of the ittirdala API may begin, and the API may be used in production, only under a separate integration and service agreement between the Parties. That agreement sets out, in particular, the technical and service conditions, scope and fee for integration, the conditions of testing and production deployment, and the terms and fees for integration assistance and support. Production API access and a production API key are further conditional on the Customer holding an active Business package and the Service Provider approving production use of the integration in writing. In the event of any discrepancy concerning API integration, the separate integration and service agreement prevails over the general provisions of these GTC.
(3) Service fees
31. The fee payable for the Service depends on the number of documents submitted for signature by the Customer or a User associated with the Customer and actually signed as described in clause 3 of this agreement.
32. Billing is based on the documents produced by a signing workflow, regardless of how many electronic signatures appear on a given document.
33. The signing fee is deducted after the first successful signature, regardless of whether subsequent signatures are successful.
34. The amount of the service fee and the further conditions for determining it are published at https://ittirdala.hu/arak
35. The Service Provider offers the Customer three types of package:
(i) Prepaid package;
(ii) Subscription package;
(iii) Business package.
36. The Service Provider may offer a free trial. It may change the terms of the trial without prior notice or discontinue an existing opportunity for free use. Any terms applicable to free use are set out on the Service Website.
37. The Customer may hold several types of package at the same time. Free signing allowances are used first. Further signatures are charged against the packages in order of purchase.
38. For a Prepaid package:
(i) The Customer must pay the service fee in full in advance. It can be used to sign a specified number of documents.
(ii) The package expires 365 days after purchase. After expiry, no further documents may be signed against that package.
(iii) The Prepaid package is activated once the Service Provider has received the service fee and issued the corresponding invoice.
39. For a Subscription package:
(i) The Customer must pay the service fee in full in advance for the subscription month concerned (30 days).
(ii) The document signatures included in the package may be used during the calendar month concerned. Unused signatures cannot be carried forward and will not be available the following month.
(iii) The Customer may hold more than one Subscription package at the same time.
(iv) If the signing allowance is exceeded, the Customer pays a unit price per document on the terms referred to in clause 34.
40. For a Business package:
(i) The Service Provider and the Customer agree individual commercial terms.
(ii) The Customer must pay the service fee in full in advance. The Service Provider issues and sends the invoice to the Customer within five working days of the order being placed. The Customer must pay the invoice within ten calendar days.
(iii) The Customer pays the unit price set out in the individual commercial terms for each document used. Documents accumulated in a given month are settled at the beginning of the following month.
(iv) The Service Provider activates the new Business package once the Customer has paid the service fee in full and the Service Provider has recorded the payment in its system.
40/A. Transitional provisions
(i) A PREPAID 100 package purchased before these GTC took effect is governed by version 1.3 of the GTC accepted at the time of purchase. The Customer may continue using the features actually included in that package at the time of purchase until the package expires, but for no more than 365 days from purchase.
(ii) An ITTÍRDALÁ 100 Subscription package activated before these GTC took effect and maintained continuously thereafter is governed by version 1.3 of the GTC accepted by the Customer. The Customer may continue using the features actually included in that package immediately before these GTC took effect until the subscription ends, is interrupted, or the contractual terms are subsequently amended in accordance with the applicable procedure.
(iii) For PREPAID 100, transitional entitlements extend only to features actually available to the Customer when the package was purchased. For an ITTÍRDALÁ 100 Subscription package, they extend to features actually available to the Customer immediately before these GTC took effect.
(iv) A PREPAID 100 package purchased, or an ITTÍRDALÁ 100 package newly activated, on or after the date these GTC took effect does not include advanced signing features, multi-user corporate access or API access.
(v) The transitional entitlement for an ITTÍRDALÁ 100 Subscription package activated before these GTC took effect ends when the subscription ends or is interrupted. A failed payment is not an interruption if the Customer makes good the payment within the additional period granted in writing by the Service Provider.
(vi) The unchanged text of version 1.3 of the GTC remains permanently available at the following archive link: https://ittirdala.hu/docs/aszf-1.3
(4) Payment terms
41. The Customer acknowledges that it may pay for the Service by bank card.
42. The Customer acknowledges that the Service Provider, acting as controller, transfers the following personal data stored in the ittirdala.hu user database to Stripe Payments Europe, Limited, Emergence Engineering Kft. and KBOSS.hu Kft. (szamlazz.hu), acting as processors:
• the Customer’s name, if the Customer is a natural person;
• the Customer’s email address;
• the billing address.
43. The Customer acknowledges the following special conditions for the Service Provider’s subscription-based recurring online card payments:
(i) Recurring card payment (“Recurring Payment”) is a card acceptance feature operated by Stripe Payments Europe, Limited. It allows subsequent payments to be initiated using the card details the Customer provided during the registration transaction, without entering those details again.
(ii) By accepting this document in order to use Recurring Payment, the Customer consents to the Service Provider initiating subsequent payments on ittirdala.hu after a successful registration transaction, without the Customer re-entering card details or giving consent to each transaction.
(iii) Card details are processed in accordance with the card scheme rules. The Service Provider does not have access to the card details.
(iv) The Service Provider is directly liable for recurring payment transactions that it initiates in error or without authorisation. No claim may be brought against the Service Provider’s payment service provider in that regard.
(5) Unilateral amendments
44. The Service Provider may unilaterally amend any provision of this agreement, in particular the fees.
45. If the Service Provider exercises its right to make a unilateral amendment, it must notify the Customer in writing and publish the amendment on the Service Website at least 30 days before the proposed amendment takes effect.
46. If, in view of the proposed amendment, the Customer does not wish to maintain the contractual relationship, it may terminate the agreement with immediate effect in the month following notification.
(6) Term and termination
47. If, before the monthly renewal date of a Subscription package under clause 35(ii) or a Business package under clause 35(iii), the Customer does not notify the Service Provider that it does not wish to renew, the subscription renews automatically for the period applicable to the Customer’s package. The Customer must pay the service fee in a lump sum.
48. The Customer may terminate a Subscription or Business package with effect from the monthly renewal date.
49. A contract for a Prepaid package cannot be terminated by ordinary notice. This does not affect statutory rights available to a Customer who is a consumer, in particular rights concerning withdrawal, termination, statutory remedies for defective performance and ending the contract.
50. The Service Provider may terminate this agreement with immediate effect if:
(i) the Customer uses the Service in a manner and for a purpose other than those specified in these GTC, including, without limitation, making the Service available to a third party;
(ii) the Customer or the User seriously jeopardises the security of the Service;
(iii) the Customer fails to pay the service fee by the payment deadline.
51. The Service Provider makes the Customer Account accessible to the Customer for 365 days after the service agreement ends.
(7) Availability
52. The Service Provider undertakes to provide 95% availability of the Service (SLA) between 09:00 and 17:00 on working days in Hungary. When assessing availability, only outages attributable exclusively to a malfunction of the Service and within the Service Provider’s sphere of responsibility count against the Service Provider. Periods of outage outside its sphere of responsibility do not count towards total operating time. These include, without limitation, outages caused by an internet service provider failure, failure of the Customer’s or Invitee’s hardware, malfunction of Amazon Web Services used to operate the Service, or force majeure. An outage runs from the time reported by the Customer and/or Invitee until the fault has been remedied.
53. Service availability is measured on a time basis using the following formula:
SLA [%] = (total operating time [hours] − total downtime during the period under review [hours]) / total operating time [hours].
54. The Service Provider must take all commercially reasonable measures to ensure that the Service is available 95% of the time.
(i) the duration of an outage of a service provided by the Customer;
(ii) planned maintenance performed during the maintenance window between 22:00 and 24:00 Central European Time;
(iii) unplanned maintenance performed outside normal working hours (17:00–09:00 on working days), provided the Service Provider gave the Customer at least six hours’ prior notice;
(iv) data transmission problems;
(v) failure by the internet service provider to perform its obligations.
(8) Miscellaneous provisions
55. The Customer acknowledges that the Service Provider accepts no liability for the correctness or accuracy of the data supplied in connection with the Service. The Customer acknowledges that, in the course of identification carried out to enable electronic signing, the Service Provider assumes no obligation or liability for the authenticity of identity documents.
56. The Service Provider accepts no liability for any loss arising from or related to use of the Service, in particular indirect loss such as lost profit or revenue. No claim for damages may be made against the Service Provider in the event of a system failure or an outage that was not announced in advance. The Service Provider is also not liable for damage caused by improper use of the system, its use for unlawful purposes, or improper technical integration of the ittirdala API.
57. The Service Provider is not liable for improper use of the Service or use that departs from the relevant technical documentation, or for damage arising from use for unlawful purposes.
57/A. On the basis of its legitimate interest, the Service Provider processes the Invitee’s email address for the purpose and period specified in the Privacy Notice, so that the Invitee can be notified of a document submitted for signature, participate in the signing workflow and download the signed document. If the Invitee’s email address can no longer lawfully be processed, the Service Provider will send no further email. The Service Provider is not liable for any resulting delay or failure of the signing workflow, unless the absence of a lawful basis for processing is attributable to the Service Provider.
58. The Service Provider declares that it holds the copyright in the Service and that the technical documentation, all additional software code supplied to integrate and maintain the ittirdala API, and all logos, diagrams and other marks are the intellectual property of the Service Provider.
59. The Parties agree that this agreement does not give either Party exclusivity. Both the Service Provider and the Customer may enter into agreements with third parties on a similar or identical subject.
60. The Service Provider maintains customer support at info@ittirdala.hu.
61. The Parties mutually agree to accept declarations and communications made by electronic mail (email) as being in writing.
62. The Parties agree that the Service Provider may refer to this agreement as a reference.
63. If any part or provision of this agreement is held invalid, the remaining parts and provisions remain fully valid and in effect.