Terms of Service

1. Introductory provisions

These general terms of service (hereinafter the “ToS”) set out the conditions applicable to the services (hereinafter the “Service”) operated by the service provider identified herein (hereinafter the “Service Provider”), and to the customer using the Service (hereinafter the “Customer”).

The currently effective version of the ToS is available on the Service Provider's website at droposal.com (hereinafter the "website"). The processing of the Customer's personal data is governed by the Privacy Policy, available at the following link: https://droposal.com/en/privacy-policy

The primary language of the contract is Hungarian. The Service Provider may also make an English translation available; however, in the event of any discrepancy, the Hungarian-language version shall prevail. The contract does not qualify as a written contract; it is not registered by the Service Provider and is therefore not subsequently accessible or available for inspection. Any technical information necessary to use the Service which is not contained in this ToS is provided by the information available on the website.

For the purposes of this ToS and any contract concluded on its basis, a "Consumer" means a natural person acting outside the scope of their profession, independent occupation or business activity, who purchases, orders, receives, uses or takes advantage of a service from the Service Provider, and who is the addressee of any commercial communication or offer relating to the services.

2. The Service Provider

Service Provider name: Droposal Kft. (Ltd.) Registered office: 1021 Budapest, Labanc út 29. a. ép. földszint 2., Hungary Tax number: 29318588-2-41 Company registration number: 01-09-386947 Registering authority: Fővárosi Törvényszék (Metropolitan Court of Budapest) Date of registration: 24/06/2021 Email: [email protected]

3. Conditions for using the services, subject of the contract

3.1. Conditions for using the services

The Service is primarily designed for businesses (B2B). Natural-person Consumers may also use the Service by accepting this ToS; in such case, the special provisions applicable to Consumers (in particular sections 12 and 13.3) shall apply.

The services may be used by Customers who are natural persons over the age of 18 with full legal capacity, or by legal persons or business organisations without legal personality. The Customer using the Service and entering into the contract relating to it declares that they are an adult with full legal capacity under Hungarian law and that, on behalf of the organisation they represent, they are entitled to make the declarations required for the conclusion of the contract independently or hold appropriate authorisation to enter into the service contract.

3.2. Subject of the contract

The Service Provider publishes the precise content, technical conditions of use and functionality of each service on its website, and reserves the right to amend them. The individual service types are as follows:

Dashboard: management information, statistics and reports on the sales process.

Companies: register and management of business partners and customer organisations.

Contacts: register and management of contact persons.

Products: a catalogue of the products distributed by the Customer, with cost and selling prices and profit calculation.

Services: a catalogue of services provided by the Customer, with pricing and cost calculation.

Quotes: creating, sending and tracking quotations.

Contracts: creating, managing and registering contracts.

Electronic signature: the Customer and its partners may sign quotes and contracts using an advanced electronic signature (AdES). The Service Provider provides every electronically signed document with a qualified electronic timestamp (QTS) issued by a qualified trust service provider (Microsec Zrt.) within the meaning of the eIDAS Regulation.

In providing the electronic signature service, the Service Provider complies with the requirements of Regulation (EU) No 910/2014 of the European Parliament and of the Council (eIDAS Regulation). To authenticate documents, it:

• provides an advanced electronic signature (AdES) with a certificate (e-Szigno Class3 CA) issued on the basis of the personal identification under Article 24 of eIDAS;
• applies a qualified electronic timestamp (QTS) using a stamp issued by a qualified trust service provider under eIDAS (e-Szigno Qualified QCP CA).

The Service Provider strives to follow information-security best practices and the ISO 27001 standard.

The contracting parties are identified on the basis of email address and, optionally, telephone number (SMS code). The system logs changes made to the document and the signing process (audit trail).

An advanced electronic signature combined with a qualified timestamp qualifies as a private document with full evidentiary value within the meaning of the Hungarian Civil Code. Sole responsibility for the applicability of the electronic signature to the given legal transaction, for verifying the authority of the signatories and for the lawfulness of the document content rests with the Customer.

The Service Provider stores electronically signed documents free of charge for the duration of the subscription, and they may be downloaded free of charge at any time from the administration interface. Once the signing process is complete, all signing parties automatically receive the final document by email. The Customer may, in the administration interface, set the system not to send the signed documents automatically to the parties concerned; if such a setting is applied, it is the Customer's responsibility to ensure that the documents are downloaded and forwarded.

The Service Provider assumes no liability for the long-term archiving of signed and finalised documents or for any data loss that may occur during storage. The Customer shall save documents that are important to it in its own systems.

Integrations: connections to external systems and applications.

API: upon separate request, API access is available, enabling the services to be used from external systems. The terms of API use are published by the Service Provider on its website or in an individual agreement. Technical limits on API use (rate limit) vary depending on the chosen plan and are published on the Service Provider's website or in the API documentation. Secure storage and management of API keys is the Customer's responsibility. The Customer is not entitled to share or publicly disclose the API key. In the event of abuse, exceeding the rate limit, or improper use of the service, the Service Provider is entitled to temporarily restrict, suspend or permanently revoke API access. Detailed documentation needed to use the API is available at developers.droposal.com.

AI Assistant: an artificial intelligence-based assistant that helps create the content of quotes and contracts. The verification, approval and use of AI-generated content is entirely the Customer's responsibility. Content generated by the AI Assistant does not constitute legal, tax or other professional advice. The Customer acknowledges that AI-generated content may contain errors and that it is the Customer's exclusive responsibility to verify and use it. The Service Provider reserves the right to limit or discontinue AI features upon prior notice.

Content library: storage and management of reusable templates and content elements (quote templates, contract templates, block templates, email templates).

4. Subscription contract

4.1. Registration and trial period

Use of the Service begins with registration, which provides a 14-day free trial period. No credit card is required for registration. During registration, the Customer provides their name, email address and password, and accepts this ToS and the Privacy Policy.

Nature of the trial period: The trial period serves to allow the Customer to get to know and test the Service and does not qualify as a paid subscription. During the trial period, the Service is provided on an “as is” basis; the Service Provider gives no warranty or guarantee regarding the completeness, error-free operation or uninterrupted availability of the Service.

Limitations: During the trial period, the Service Provider is not bound by the commitments relating to availability, response times and customer-support obligations. The Service Provider is entitled to refuse, restrict or terminate the trial period early without giving reasons. The trial period may be used once per Customer; the Service Provider is entitled to refuse the trial period if the Customer has already used it previously.

Data and liability: The Customer is responsible for backing up data entered during the trial period. If the Customer does not subscribe by the end of the trial period, the account and all data are automatically and irreversibly deleted. The Service Provider assumes no liability for data deleted upon expiry or termination of the trial period.

4.2. Subscription

The subscription contract is concluded when the Customer selects the desired plan, provides billing details and completes the first payment. The Service Provider sends an email confirmation of the successful payment. The contract qualifies as an electronically concluded contract under the Hungarian Civil Code and Act CVIII of 2001. In the case of a Consumer, Government Decree No 45/2014 (II.26.) shall also apply; rules on Consumer withdrawal/cancellation are set out in section 13.3.

4.3. Term and renewal of the contract

The contract is concluded for an indefinite term. The subscription automatically renews at the end of the paid period (renewal date). The Service Provider notifies the Customer of the upcoming charge by email 7 days before the renewal date.

The Customer may cancel the subscription at any time via the administration interface. The cancellation takes effect on the next renewal date. In the case of an annual subscription, the fee for the remaining months is not refunded, except in the cases of extraordinary termination set out in section 13.1 and Consumer withdrawal regulated in section 13.3.

5. Service fee, invoicing

5.1. Service fee

The Service Provider provides the services on the basis of its currently applicable price list, which it publishes on its website. Service fees are net amounts to which the applicable VAT (Value Added Tax) is added. For B2B Customers within the EU, the reverse-charge mechanism applies upon provision of a valid EU VAT number. Service fees are stated in Hungarian forint (HUF) and in euro (EUR). The Customer chooses the billing currency at the time of subscription. Pricing may take the form of a subscription fee (monthly or annual) and/or usage-based fees. Usage-based pricing for certain services (e.g. electronic signatures, API calls) is determined on the basis of actual usage. The Service Provider is entitled to charge a surcharge for above-average usage. The Customer is entitled to modify the scope of services used and the billing cycle. If the scope of services is expanded, the Service Provider charges a pro-rated difference fee. If the scope of services is reduced, the Service Provider does not refund the fee paid for the remaining period. The Service Provider may unilaterally modify the prices listed on the website (and thereby the fees agreed in the contract) once a year, or, in case of a change in the composition or content of services or packages, with immediate but non-retroactive effect. The Service Provider notifies the Customer of the change at the contact email address at least 30 calendar days before the change takes effect. If the Customer does not agree with the change, they may terminate the contract under the cancellation rules set out herein. The Service Provider reserves the right not to change the fees of services ordered before the price change. Fees marked “PROMOTION” or another label indicating a discount granted by the Service Provider contain a one-off discount; accordingly, from the period following the discounted period, the standard, undiscounted fees shall apply. The Service Provider unilaterally decides on the duration, conditions, level and withdrawal of discounts. The Service Provider may charge a separate fee for the use of features that do not form part of the Service. The Service Provider notifies the Customer of the fees and conditions for individual services and developments by way of an individual quotation. The quotation is valid for 30 days unless the quotation provides otherwise. The Customer may order such individual services and developments based on the quotation from the contact email address, and the Service Provider performs them in accordance with the terms of the quotation. The Service Provider issues an invoice or a request for payment regarding the use of individual services and developments in line with the terms of the individual quotation, which the Customer settles within 14 calendar days.

5.2. Invoicing

5.2.1. Automatic card payment

The primary method of paying the subscription fee is automatic card payment. The fee is automatically charged on the renewal date through the Stripe payment service provider. Following a successful transaction, the Service Provider issues an electronic invoice without delay but no later than within 5 working days, sent to the Customer's contact email address. The Service Provider notifies the Customer of the upcoming charge and its amount by email 7 calendar days before the renewal date.

5.2.2. Bank transfer payment

In exceptional cases, by individual agreement, the Service Provider may allow payment by bank transfer. In such case, the Service Provider endeavours to issue a request for payment at least 21 calendar days before the renewal date, which is forwarded to the Customer by email. The payment deadline of the request for payment is 14 calendar days from issuance. Late issuance of the request for payment does not relieve the Customer from the obligation to pay. Upon receipt of the fee, the Service Provider prepares the invoice within 5 working days.

5.2.3. General invoicing rules

The Customer declares that they accept electronic invoices. If the Customer requests a paper invoice and its postal delivery, the Service Provider posts it to the postal address provided by the Customer. The Service Provider is entitled to charge a separate fee for the postal delivery.

5.3. Recurring card payment statement

Recurring card payment (hereinafter the “Recurring Payment”) is a function provided by Stripe in connection with card acceptance, which means that with the card details provided by the Customer during the registration transaction, further payments may be initiated in the future without re-entering the card details. By accepting this statement, you consent that following the successful registration transaction, future payments initiated within this service (https://app.droposal.com/) shall be initiated by the Service Provider without re-entering the card details and without your transaction-by-transaction consent. Please note: card data is processed in accordance with card-scheme rules. Neither the Service Provider nor Stripe has access to the card details. The Service Provider is directly liable for any recurring payment transactions erroneously or unlawfully initiated by it; any claim against the Service Provider's payment service provider (Stripe) is excluded.

5.4. Handling of failed payments

If the fee payment is not made (in the case of card payment, after retries within 7 days; in the case of bank transfer, on the 7th day following the expiry of the payment deadline), the following process is initiated:

• Deactivation: The account is immediately deactivated. The Customer cannot access the Service, but their data is retained. Within 30 days, the account can be reactivated independently by settling the outstanding fee.
• Suspension: After 30 days, the account is suspended. Reactivation is only possible with the involvement of the Service Provider.
• Deletion: 30 days after suspension, the account and all data are permanently deleted. Deleted data cannot be restored.

The Service Provider notifies the Customer of each step by email.

5.5. Refund option

The Service Provider provides new Customers with a refund option within 30 calendar days from the date of registration, provided that a fee was paid during this period.

Conditions of the refund:

Refund requests are assessed individually by the Service Provider, and granting a refund is at the Service Provider's discretion. A refund may only be requested if the Customer experiences a technical fault or operational issue with the Service that prevents its proper use.

Refund procedure:

The Customer must submit the refund request within 30 days from registration to [email protected]. The request must contain:

• the Customer's identification details (name, email address);
• a detailed description of the issue experienced;
• documentation supporting the issue (screenshots, error messages).

The Service Provider assesses the request within 14 days of its receipt and notifies the Customer of its decision by email. In case of an approved refund, the Service Provider refunds the subscription fee paid to the original payment method within 14 days.

Exclusions:

The refund option does not apply to:

• requests submitted beyond the 30-day period;
• cases where the issue does not stem from a malfunction of the Service;
• errors caused by the Customer or issues arising from improper use;
• issues arising from a fault of the Customer's devices or internet connection.

6. Liability, rights, obligations

6.1. Liability

A. The Customer may use the services solely at its own responsibility and risk - including the selection of the services, the assessment of their suitability for business purposes and ensuring compliance with applicable laws. The Service Provider excludes its liability for material and non-material damages arising in connection with such use to the fullest extent permitted by law. This limitation of liability does not apply to liability for breaches of contract caused intentionally or for breaches that harm human life, bodily integrity or health. The Service Provider shall be liable solely for compliance with the laws applicable to the services provided under the contract and to its own activities; the Service Provider is not responsible for the interoperability of the services with other services or for their suitability for achieving the Customer's business objectives. The Service Provider excludes its liability to the fullest extent permitted by law for indirect or consequential damages, in particular for loss of profits, loss of revenue, business interruption, loss of data and loss of goodwill.

B. The Customer shall ensure that, in connection with use of the services, third parties' rights and applicable laws are not infringed, either directly or indirectly, by the Customer's activities. If any activity in connection with the use of the services is not permitted under the law of the Customer's state, the Customer alone is liable for such use. The Customer is fully and exclusively liable for its own conduct; in such cases the Service Provider shall fully cooperate with the acting authorities to detect such violations.

C. The pages of the Service may contain links leading to the websites of other service providers. The Service Provider assumes no liability for the data-protection practices and other activities of such third-party service providers.

D. The Customer acknowledges and accepts that the Service Provider strives to maintain the legal compliance of the legal document templates provided to the services (in particular quote and contract templates), but does not warrant such compliance. Ensuring the legal compliance of the Customer's own activities is the Customer's task and responsibility.

E. In the case of AI-based content generation, the Service Provider is responsible for providing the technical infrastructure; however, it assumes no liability for the accuracy, completeness, lawfulness or business suitability of AI-generated content. The Customer shall review and, where necessary, modify the AI-generated content prior to use. The Service Provider is not liable for damages arising from the use of AI-generated content.

F. The Service Provider is responsible for the technical conformity of the electronic signature service, for the technical provision of qualified-certificate-based signatures and for timestamping. Sole responsibility for the applicability of the electronic signature to the given legal transaction, for the lawfulness of the content of the electronically signed documents, for verifying the authority of the signatories and for the legal effects of the signature lies with the Customer. The Service Provider does not provide legal advice on the applicability of electronic signatures.

G. The Service Provider assumes no liability for damages arising in the Customer's IT equipment or other property during use of the Service, in particular damages caused by computer viruses, malware or other IT threats. The Customer shall take appropriate measures to protect its own devices. Likewise, the Service Provider assumes no liability for the unavailability or slowness of the Service caused by a fault of a third party (in particular internet service providers, telecommunications providers).

H. Limitation of damages liability: Save in case of breach of contract caused intentionally or by gross negligence, or harming human life, bodily integrity or health, the Service Provider's damages liability is limited to the amount of the service fees paid by the Customer for the relevant subscription period. The Service Provider's aggregate liability in any single subscription year shall not exceed the total subscription fees actually paid during that year. This limitation applies to all claims, including those based on contract, tort or any other ground. This limitation does not apply, in the case of Customers qualifying as Consumers, to the mandatory statutory warranty and product warranty rights provided by consumer protection law, to the conformity and update obligations under sections 6:163/A-K of the Hungarian Civil Code on certain rules for contracts on the supply of digital content and digital services (based on Directive (EU) 2019/770 of the European Parliament and of the Council), or to the rules on the unfairness of general contract terms vis-à-vis consumers.

I. Use of subcontractors: The Service Provider is entitled to engage subcontractors (auxiliary performers) for the performance of the Service. The Service Provider exercises due care in selecting subcontractors. The Service Provider's liability for the breach of contract or unlawful conduct of the subcontractor is governed by the limitations of damages set out in section 6.1.H. The Service Provider is not liable for any fault of the subcontractor that lies outside the Service Provider's reasonable sphere of control and that could not have been avoided by careful selection of the subcontractor.

J. Exclusion of legal activity: The Service Provider does not engage in legal activities and does not provide legal advice. Contract templates, document samples and AI-generated content available through the Service are for general informational purposes only. The Customer alone is liable for the content, lawfulness and the validity of the legal declarations contained in documents created by the Customer. Where necessary, the Customer shall engage an independent legal expert.

6.2. Rights and obligations of the Service Provider

A. The Service Provider is entitled to display its own logo; removal of this logo may be requested by the Customer for a separate fee.

B. The Service Provider is entitled to charge an additional service fee or, as a last resort, to restrict or block the services if the Customer uses resources at an above-average level or if the load caused threatens the continuous provision of the services. No later than at the same time as the restriction or blocking, the Service Provider notifies the Customer by email, granting a 7 calendar-day deadline to terminate the abnormal usage or to contact the Service Provider to receive an offer and conclude a contract for the abnormal usage.

C. The Service Provider strives to make regular backups of the files, data and settings stored on its servers and to do everything reasonably possible to protect the Customer's data. However, the Customer acknowledges that, in the event of data loss for any reason, the Service Provider does not warrant the complete and up-to-date restoration or recoverability of the data. In the case of data loss caused by the Customer's fault, the Service Provider may, where possible, restore the data for a separate fee, the conditions and pricing of which are determined individually in each case.

D. The Service Provider may, at any time, unilaterally and without prior notice expand, narrow or rearrange the functionality of the services, modify the appearance of interfaces, and introduce or discontinue specific services or features. The Service Provider strives (but does not warrant) to provide a preparation period of at least 7 calendar days for any such changes via its website.

E. For maintenance and customer-support purposes, the Service Provider is entitled to log into the administration interface of the services used by the Customer, modify settings there, perform test procedures, and place measurement codes on the website that facilitate optimisation and troubleshooting.

F. While providing the Service, the Service Provider, as a data processor, has access to the data managed by the Customer and the content uploaded by the Customer, and may become acquainted with them. The Service Provider processes such data solely for the purpose of providing the Service, does not use them for its own purposes, and does not disclose them to third parties.

6.3. Rights and obligations of the Customer

A. The Customer may freely use the services 24 hours a day, 7 days a week, in the interest of itself or of the business organisation it represents. The Customer shall comply with all laws relating to its activities. The Service Provider strives to provide appropriate functionality for this purpose; however, it does not warrant legal compliance, and assessing whether a given service in its offered state complies with the relevant laws is the Customer's task and responsibility, for which the Service Provider does not stand in for the Customer either before authorities, the Customer or third parties.

B. The Customer alone is liable for all content, data and information uploaded by it, for the activities it carries out, and for the lawfulness thereof.

C. The technology and purpose of the services is to provide the Customer with technical assistance and functionality to enable the Customer and its partners and customers to enter into relationships or other legal relationships (e.g. contractual or quotation-based) between themselves. The Service Provider acts solely as a technical service provider and as a storer, transmitter and statistics generator of information, as the Customer's auxiliary performer; therefore the Customer alone is liable to the third parties in contact with it for the use of the services and for the legal declarations and content communicated to third parties. It is prohibited, in the course of the Customer's activity, to communicate or make declarations indicating that the Service Provider is in any way responsible for the activities carried out by the Customer. Settlement of any disputes relating to the activity takes place solely between the Customer and its partners, customers or, where applicable, between the Customer and the relevant authority; the Service Provider participates in such proceedings only on the basis of a final official decision or a statutory provision.

D. The Customer may not transfer the order, the contract concluded or the services used under the contract to a third party, may not assign their use, and may not provide them onward, whether free of charge or for consideration, without the express consent of the Service Provider.

E. The Customer shall promptly report any errors detected in the services to the Service Provider.

F. The Customer shall report any changes to the data recorded at the time of contract conclusion, in particular the contact email address. The Service Provider assumes no liability for any damage resulting from a failure to do so.

G. The number of users is governed by the contract package selected by the Customer. The Customer shall choose a sufficiently complex, secure password (using lower- and upper-case letters, digits and other characters simultaneously) for using the services and shall keep secret the usernames and passwords required for use. The Customer alone is liable for damages arising from unauthorised access or from the activities of additional users created by the Customer. The Customer shall promptly notify the Service Provider if its access (authentication) data has become known to an unauthorised person, so that the Service Provider can take the necessary measures. It is the Customer's task and responsibility to change any authentication data (e.g. password) that has fallen into unauthorised hands via the administration interface. The Service Provider is not liable for damages arising from any failure to do so.

H. The Customer is prohibited from carrying out the following activities while using the Service: (i) creating or distributing content that is unlawful, inciting, pornographic, offensive to public morality, racist, or that infringes the rights of third parties; (ii) distributing viruses or malware; (iii) unauthorised use of the access data of other users; (iv) reverse-engineering, modifying or otherwise unauthorised use of the Service; (v) sending unsolicited bulk emails (spam); (vi) hindering the use of the Service by other users; (vii) any activity damaging the good reputation of the Service Provider or the Service. Violation of these prohibitions may lead to immediate termination of the services pursuant to section 13.2.2.

I. The Customer may use certain features of the Service (e.g. card payment) only by entering into a contract with a third party.

J. For features marked as unlimited in the descriptions of the services provided by the Service Provider, the Service Provider does not set a numerical limit on use.

6.4. Data export and data portability

The Customer is entitled at any time to export the data they have entered in the Service in a structured, machine-readable format via the administration interface. The exportable data covers: companies, contacts, quotes, contracts, products, services. The export function is available free of charge as part of the Service.

7. Technical conditions, availability

7.1. Technical environment provided by the Service Provider

The Service Provider provides the services on servers it provides. The services may only be operated on the server back-end provided by the Service Provider. The Service Provider provides the services with an annual availability of 99%. As part of availability, the Service Provider warrants access to the hardware and software serving the services. When calculating availability, the duration of pre-announced maintenance and the period of improper operation of individual sub-features do not count as downtime.

Maintenance windows: The Service Provider is entitled to carry out planned maintenance work, of which it notifies Customers at their contact email address at least 48 hours in advance. Planned maintenance work is generally carried out outside business hours, during night-time periods (between 23:00 and 06:00) in order to minimise disruption to use of the Service. In case of extraordinary, urgent security updates, the Service Provider is also entitled to carry out maintenance without prior notice.

Service status monitoring: Customers can obtain real-time information on the current status of the Service, planned maintenance and any incidents on the status page available at status.droposal.com.

The Service Provider shall do everything possible to ensure that the services are continuously available, but assumes no liability for faults outside its control (including but not limited to information losses arising from the operation of the internet network, overload, downtime caused by a third party, or errors arising from improper use). If the Service Provider fails to meet the committed availability level, the Customer is entitled to a credit on the next billing period's fee in the following amounts:

• monthly availability below 99% but above 98%: 10% of the monthly fee;
• monthly availability below 98% but above 95%: 25% of the monthly fee;
• monthly availability below 95% but above 90%: 50% of the monthly fee;
• monthly availability below 90%: 100% of the monthly fee.

The amount of the credit shall not exceed 100% of the subscription fee for that month in any single month. The Service Provider's aggregate SLA credit obligation in any single calendar year shall not exceed an amount equal to 2 months of subscription fees. Beyond the credit set out herein, the Customer may not claim any further damages or cost reimbursement due to failure to meet availability. The Service Provider may relocate the Customer's services between hosting servers depending on their utilisation. The Service Provider reserves the right to change the technical parameters of the hosting servers and the bandwidth. The Service Provider may make such changes without prior notification of the Customer; any resulting downtime reduces the availability time. The Service Provider does not assume liability for the operability, interoperability and/or future integrability of external applications and services developed by third parties that interoperate with and/or integrate into the services. Downtime caused by external applications and services provided by third parties does not reduce the availability time of the services, even if such application or service is provided or recommended to the Customer by the Service Provider.

7.2. Technical conditions to be provided by the Customer

To use the Service Provider's services, the Customer must have a suitable hardware and software environment. These are: A. Broadband internet connection. B. A computer capable of running an internet browser. C. An internet browser (the most recent or one prior version of Google Chrome, Mozilla Firefox, Opera, Safari, Microsoft Edge); the Service Provider notifies the Customer of any exceptions on the administration interface. If the Customer does not use one of the browsers indicated above, the Service Provider is not obliged to fix any errors detected, the Service Provider assumes no liability for any damages, and updating the browser is recommended as a solution.

8. Data processing activity

8.1. Data Processing Agreement (DPA)

The data processing relationship between the Customer and the Service Provider is governed, pursuant to Article 28 GDPR, by the Data Processing Agreement (hereinafter the "DPA"), which forms an inseparable part of this ToS.

The DPA is set out in section 21 of the Privacy Policy: https://droposal.com/en/privacy-policy#21-dpa

The DPA enters into force automatically upon activation of the subscription. In case of any conflict between the DPA and this ToS, the DPA shall prevail in matters of data processing.

8.2. General provisions

Pursuant to Article 28 GDPR, the detailed terms of the data processing relationship between the Customer as data controller and the Service Provider as data processor are set out in the DPA. With regard to the online services it provides, the Customer qualifies as a data controller, while the Service Provider qualifies as a data processor with respect to the personal data of the Customer's partners and customers transferred by the Customer. The Service Provider is liable for its own data processing activity and for the activities of the sub-processors it engages.

The DPA regulates, among others, the subject, purpose and duration of data processing, the scope of processed data, cooperation in exercising data subject rights, the Customer's right to issue instructions, the notification of data breaches (no later than 48 hours after becoming aware, and in any case within the deadline set out in Article 33(2) GDPR), the duty of confidentiality, data security measures, conditions for data transfer, rules for engaging sub-processors, and audit and compliance review options.

For data processing matters not regulated in the DPA, the following provisions of this ToS apply:

A. The Service Provider has access to the data managed by the Customer in the course of providing the Service, processes them solely for the purpose of providing the Service, does not use them for its own purposes and does not disclose them to third parties.

B. In the case of data loss caused by the Service Provider's fault, the Service Provider shall restore the data free of charge. If data loss occurs solely for reasons attributable to the Customer, the Service Provider may charge a fee for restoring the data.

C. Upon termination of the contract, the Service Provider handles the processed personal data in accordance with the DPA and section 13.4 of this ToS (archiving, deletion).

9. Intellectual property rights

The graphic and content elements forming the public, promotional and administration interfaces of the Service, as well as their underlying source code, are the property of the Service Provider. Their reproduction, in whole or in part, is only possible with the Service Provider's written consent. All other protected intellectual creations made available or provided as part of the Service (in particular patents, know-how or copyrighted works) are the property of the Service Provider or its partners; the Customer obtains a non-exclusive right of use over them for the duration of the service contract and against payment of the service fees. The rights of use cover only the use and exploitation of the Service, but do not include the right to adapt, sub-license or distribute the intellectual creations.

Prohibited activities: The Customer is not entitled and is expressly prohibited from: (i) reverse-engineering, decompiling or disassembling the Service or any part thereof; (ii) any activity aimed at determining the source code or operating algorithms of the Service; (iii) adapting, reworking or modifying the Service; (iv) using automated tools (e.g. robots, scrapers, search or data-collecting applications) to download or index the content of the Service; (v) obtaining or using other users' access data (username, password) by unfair means.

Trademarks and domain names: The name "Droposal", the droposal.com domain and its subdomains, and the Service Provider's trademarks and logos enjoy copyright and trademark protection. Their use - other than the contractual use of the Service - is only possible with the prior written consent of the Service Provider.

Content uploaded by the Customer: Content uploaded by the Customer to the Service (documents, templates, texts, images) remains the property of the Customer. The Customer grants the Service Provider a limited, non-exclusive licence to store and display such content to the extent necessary for providing the Service. The Service Provider does not use the Customer's content for its own purposes, including the training of AI models.

The Customer accepts that the Service Provider may use its name and logo as a reference on its own websites, and may showcase the public interfaces of the services used by the Customer as a sample to other Customers. The Customer may request the Service Provider to refrain from such activity. The Service Provider reserves all rights not expressly granted.

10. Force majeure

Force majeure means any extraordinary event occurring after the conclusion of the contract that makes its performance impossible, which the contracting parties could not have foreseen and could not have prevented, and which is not attributable to the conduct of either party. Such events include, in particular: states of emergency, strikes, war, revolution, terrorist acts, cyber-attacks or DDoS attacks (occurring despite the industry-standard security measures applied by the Service Provider), natural disasters, fire, flood, epidemic, quarantine restrictions, transport embargoes, as well as the failure or malfunction of services provided to the Service Provider by third parties (in particular hosting services, cloud-based infrastructure, internet access) that lies outside the Service Provider's reasonable sphere of control. In case of force majeure, both parties are released from their obligation to perform the contract; this period does not count towards the availability committed by the Service Provider.

11. Customer support

The primary mode of communication between the Service Provider and the Customer is electronic correspondence between the customer-support email address published on the Service Provider's website and the Customer's contact email address, and the error-reporting form available in the administration interface. The Service Provider also operates telephone and online-chat-based customer support, but for identification and security reasons it is not obliged to receive enquiries from or provide information to the Customer in forms other than the primary modes. In the case of error reports, the letter sent by the Customer (or the report made on the error-reporting interface) must contain all the circumstances of the error and the time of detection. If the error cannot be identified or reproduced based on the report, the Service Provider does not treat the enquiry as an error report. The Service Provider registers reports received from the Customer at the latest on the working day following the report. Following registration - if the cause of the report is an error in the Service - the Service Provider responds within 4 hours in urgent matters critically affecting normal operation, and within 3 working days in other cases, and at the same time begins to localise the error and, if its repair falls within the Service Provider's responsibility, to remedy it. The Service Provider provides information on the progress of error remediation and successful remediation through customer support upon the Customer's request. If the Customer has overdue debts, the Service Provider is entitled to suspend the customer-support activity provided to the Customer. If the Customer reports an error caused by themselves through improper use of the services, the Service Provider may charge an additional fee for its remediation. If the Customer reports a perceived error that does not actually exist, the Service Provider may charge an additional fee for the investigation.

For material notifications affecting the contract (fee changes, termination, discontinuation of the Service), the Service Provider, in addition to email notification, also informs the Customer in a clearly visible manner on the administration interface.

12. Handling of consumer complaints

The following provisions apply only to Customers qualifying as Consumers.

12.1. Place, time and manner of complaint handling

The Customer may submit consumer complaints relating to the product or the activity of the Service Provider through the contact details listed in section 2. The Service Provider remedies oral complaints immediately where possible. If immediate remedying of the oral complaint is not possible due to the nature of the complaint, or if the Customer does not agree with how the complaint is handled, the Service Provider records a minute about the complaint, which it retains together with its substantive response for 3 years.

Content of the minute: The minute about the complaint shall contain: (i) the Customer's name, address or contact details; (ii) the place, time and manner of submitting the complaint; (iii) a detailed description of the complaint; (iv) the Service Provider's position, where immediate investigation is possible; (v) the signature of the person taking the minute and the Customer's signature (in case of a personal complaint); (vi) the place and time of taking the minute.

Telephone and electronic complaints: In the case of oral complaints made by telephone or other electronic communications service, the Service Provider assigns the complaint a unique identification number and sends the Customer a copy of the minute at the latest together with the substantive response. In all other cases, the Service Provider acts in accordance with the rules applicable to written complaints.

The Service Provider responds substantively to written complaints within 30 days. For the purposes of this contract, taking action means posting the response. If the complaint is rejected, the Service Provider informs the Customer of the reason for rejection and of the further legal remedies available.

12.2. Other legal remedies

If a consumer dispute that may exist between the Service Provider and the Customer is not settled in negotiations with the Service Provider, the following legal remedies are open to the Customer:

A. Filing a complaint with the consumer protection authority: the Customer may turn to the government offices acting as the general consumer protection authority. Government office contact details: https://kormanyhivatalok.hu

B. Initiating a procedure of the conciliation board: the Consumer may turn to the conciliation board competent for their place of residence or stay. As of 1 January 2024, conciliation boards operate on a regional basis. The current contact details and territorial competence of the conciliation boards are available at https://bekeltetes.hu.

C. Initiating court proceedings.

12.3. Powers and decisions of the conciliation board

The conciliation board has competence to settle consumer disputes outside court proceedings. The task of the conciliation board is to attempt to bring about a settlement between the parties for the purpose of resolving the consumer dispute and, if this is unsuccessful, to make a decision on the matter.

Types of decisions: In the absence of a settlement, the conciliation board, on the merits of the case, (i) issues a binding decision if the request is well-founded and the company has acknowledged the conciliation board's decision as binding upon itself (submission declaration), or if the Consumer's claim does not exceed HUF 200,000; (ii) issues a recommendation if the request is well-founded but the company has not acknowledged the decision as binding, or the Consumer's claim exceeds HUF 200,000 and there is no submission declaration.

Online cross-border disputes: In the case of cross-border consumer disputes related to online sales or service contracts, only the conciliation board operating alongside the chamber of commerce and industry of the capital has competence.

In conciliation board proceedings, the Service Provider is bound by the cooperation obligation set out in the Consumer Protection Act. The Service Provider is required, within the framework set by law, to send its written reply and to attend the hearing, or to offer to conclude a written settlement.

12.4. Court proceedings

To resolve the dispute, the Consumer may initiate court proceedings before the court having competence and jurisdiction in accordance with the rules of Act CXXX of 2016 on the Code of Civil Procedure.

13. Termination of the contract, restriction of services

13.1. Termination by the Customer

If the Customer wishes to discontinue the use of the Service, they may terminate the contract without giving reasons effective on the last day of the fee-payment period. The Customer may also terminate the Service with immediate effect without giving reasons. In the latter case, the remaining pro-rata fee is not refunded and the Customer cannot claim it. If, through no fault of the Service Provider, the performance of the Service becomes impossible, the Service Provider acts in accordance with the rules of immediate termination. The Customer may exercise extraordinary termination if the Service Provider raises the subscription fee in a case or for a reason other than the unilateral fee-increase cases set out herein, or unlawfully restricts or deletes the Service, or reduces the functionality of the Service to the Customer's detriment. In such case, the Customer may reclaim the already paid pro-rata subscription fee for the remaining time until the renewal date. The Customer may notify termination at the customer-support email address or via the administration interface provided for this purpose by the Service Provider.

13.2. Termination and restriction by the Service Provider

13.2.1. Restriction

In case of breach of contract by the Customer, the Service Provider is entitled to restrict the operation of any service used by the Customer, simultaneously sending prior notice to the Customer's contact email address. The notice shall state the reason for the restriction and the grace period that the Service Provider grants the Customer to remedy the breach. Instead of immediate termination, the Service Provider is entitled to apply restriction at its sole discretion. If the grace period set out in the notice expires without remedy, the Service Provider is entitled to terminate the contract with immediate effect.

13.2.2. Immediate termination

The Service Provider is entitled to immediate termination of the services in particular (but not exclusively) in the following cases, regardless of whether they occurred with or without the Customer's knowledge (the handling of payment delay is regulated in section 5.4):

A. The Customer displays or sells unlawful products or services through the Service, or sells or displays them in an unlawful manner, or violates a third party's rights through such display or sale.

B. The Customer displays untrue corporate data in the Service, or is in liquidation or insolvency proceedings.

C. Criminal proceedings are initiated against the Customer, or in the case of mass complaints.

D. Display of violent, racist, inciting or content offensive to public morality.

E. Display of misleading, manipulative, harmful or content classified as dangerous.

F. Hacking of any service of the hosting, or use of these for illegal activities.

G. Sending of unsolicited bulk emails (SPAM).

H. Where content placed on the Service Provider's servers by the Customer, the Customer's activity, or activities indirectly triggered thereby from other internet users, endanger the operability and security of the Service Provider's servers and network, including services that pose an above-average load on the servers and the network.

I. Display of any content or activity damaging the good reputation of the Service Provider or the Service.

J. Active advertising of products or services that directly compete with the Service Provider or the Service on the Service's user interface or in documents sent through the Service.

K. Force majeure exceeding 60 days. If the Service Provider deletes the Customer's Service for the foregoing reasons, the Customer is not entitled to damages or refund of subscription fees, and may not demand the Service or the data stored in connection with it from the Service Provider.

13.2.3. Ordinary termination

The Service Provider is entitled to terminate the contract with effect from the renewal date or to refuse to provide the Service in particular (but not exclusively) in the following cases:

A. The Service provided to the Customer causes economic disadvantage to the Service Provider, or the Service Provider discontinues the provision of the Service for all of its customers or for a specified group thereof.

B. If the Customer's needs relating to the Service that do not form part of the Service cannot be satisfied.

C. Irreconcilable professional positions between the Service Provider and the Customer. The Service Provider sends notices of restriction and termination to the Customer's contact email address.

13.3. Withdrawal by the Consumer (where the Customer qualifies as a Consumer)

In the case of a contract for the provision of a service, the Consumer is entitled to withdraw from the contract without giving reasons within 14 days from the date of conclusion of the contract. However, the Consumer is not entitled to the right of withdrawal in the case of a contract for the provision of a service if the Service Provider began performance with the Consumer's express prior consent before the expiry of the 14-day withdrawal period. If the Consumer does not consent to the Service Provider providing the Service before the expiry of the 14 days, the Consumer is entitled to the right of withdrawal. In such case, the Consumer must send their unequivocal declaration of withdrawal (by post, fax or electronic mail) to the Service Provider using the contact details set out in section 2 of this ToS. The Consumer exercises the right of withdrawal in time if they send the declaration to the Service Provider before the expiry of the deadline. The burden of proving that the right of withdrawal was exercised in accordance with the provisions of this section lies with the Consumer. In both cases, the Service Provider promptly confirms receipt of the Consumer's withdrawal declaration by email. In case of postal notification, the Service Provider takes the date of posting into account, and in case of email or fax notification, the time of sending the email or fax. The Consumer should post their letter as registered mail so that the date of dispatch can be reliably proven. If the Consumer exercises the right of withdrawal, the Service Provider promptly, but no later than within 14 days of receipt of the Consumer's withdrawal declaration, refunds all consideration paid by the Consumer. For the refund, the Service Provider uses the same payment method as that used in the original transaction, unless the Consumer expressly consents to the use of another payment method; the Consumer shall not bear any additional cost as a result of using this method. If the Consumer consented to the Service Provider beginning to provide the Service to them before the expiry of the 14 days and, after performance has begun, nevertheless wishes to exercise the right of withdrawal, the Consumer is required to pay a pro-rated fee for the use of the Service. This pro-rated fee is deducted from the fee paid by the Consumer to the Service Provider. In such case, the Service Provider refunds only the amount reduced by the pro-rated fee to the Consumer within 14 days. The Service Provider calculates the amount payable pro-rata by the Consumer based on the total amount of the fee for the relevant service in the ToS, including taxes. However, if the Consumer proves that the total amount is excessively high, the pro-rated amount must be calculated on the basis of the market value of the services performed up to the time of termination of the contract. When determining the market value, the consideration of the same services of undertakings carrying out the same activity at the time of conclusion of the contract must be taken into account.

13.4. Consequences of termination

Upon termination or restriction of the contract, the services immediately become unavailable. After termination, the Service Provider is entitled to delete all of the Customer's data, the content of the Service and information. The Customer shall save all data and documents important to it before the termination of the contract. The Service Provider assumes no liability for any failure to do so. When the services are deleted, the Service Provider may archive the content of the services. The Customer may request the reversal of the deletion of the services, but the Service Provider does not warrant the feasibility of such reversal, and the Customer may not assert any damages claim in this regard. The Service Provider is entitled to charge a fee for the reversal or for the release of data.

13.5. Amendment of the contract

The Service Provider reserves the right to unilaterally amend the ToS with non-retroactive effect, of which it informs the Customer at the contact email address provided by the Customer. The Service Provider also reserves the right to unilaterally amend the contract concluded based on the order with regard to the applicable fees, or where it determines a change in the services or an expansion or reduction of features. If the amendment concerns a matter or provision that the parties have not regulated in the ToS or have regulated differently, the Customer may, if they do not agree with the amendment, terminate the contract effective on the date the amendment enters into force. Fees already paid for the period following the date of entry into force of the amendment are refundable. The Service Provider notifies Customers of amendments at least 30 days in advance via a message sent to the contact email address.

13.6. Change of the contracting Customer

The Customer may notify the Service Provider of a request to change the contracting party in the administration interface or from the contact email address. The Service Provider acts in accordance with the rules of immediate termination set out in section 13.2.2; for the new Customer, a new contract is concluded in accordance with section 4.1. The services and the data, settings and content recorded therein remain unchanged.

13.7. Complete discontinuation of the Service by the Service Provider

If the Service Provider permanently discontinues its business activity or the provision of the services, it notifies Customers at least 90 calendar days in advance in a notice sent to their contact email address. During the 90-day period, Customers have full access to the Service and to all of their data, with the opportunity to export and save them. The Service Provider refunds Customers the fees already paid for the remaining subscription period on a pro-rata basis. After the expiry of the 90-day period, the Service Provider is entitled to permanently delete the services and all customer data. The Service Provider assumes no liability for damages arising from a failure to export the data.

14. Partner Programme

The Service Provider provides registered users with the opportunity to recommend its services to third parties (hereinafter the "Partner Programme"). Companies, sole traders and private individuals may all participate in the Partner Programme (hereinafter the "Partner"). Participation in the Partner Programme is concluded for an indefinite period and may be terminated by either party without giving reasons.

14.1. Operation of the Partner Programme

The Partner receives a unique referral link with a 90-day cookie duration. The Service Provider identifies Customers referred by the Partner via this referral link or by entering a referral code. Referrals made in any other way fall outside the scope of the Partner Programme.

If a visitor registers via the Partner's referral link and becomes a subscriber within the 90-day cookie period, the Partner becomes entitled to a commission.

14.2. Commission and discounts

Partner's commission: The Partner is entitled to a continuous monthly commission of 25% of the net subscription fee for the active subscription of the referred Customer. The commission is payable as long as the referred Customer maintains an active subscription.

Invitee's discount: Following registration, the new user referred by the Partner receives a coupon by email entitling them to a 10% one-off discount.

The Service Provider may unilaterally amend the level of the commission and the conditions of the discount, of which it notifies the Partners at least 30 days in advance.

14.3. Payment of commission

The commission is paid monthly against an invoice. The minimum payout amount is HUF 50,000. If the Partner's commission balance does not reach this amount, the payment is deferred to the following month and the commission amount is accumulated.

In the case of a private individual Partner, the commission may only be used to settle fees relating to the Service Provider's services (in the form of a fee discount); cash payment is not possible. In the case of a business organisation or sole trader Partner, payment is made against an invoice. Fulfilment of tax obligations relating to the commission (in particular personal income tax, social contribution tax, VAT) is in all cases the Partner's task and responsibility.

14.4. The Partner's obligations

The Partner undertakes to:

• Use and distribute the referral link and code only in a lawful manner that does not infringe the legitimate interests of the Service Provider.
• Not display referral advertisements on websites that are unlawful, pornographic, offensive to public morals or good taste, that offend ethnic, religious, national or political groups, that are technically faulty, that contain viruses or spyware, or that support illegal activities.
• Not conclude subscription contracts on behalf of referred customers.

14.5. Exclusion and termination

The Service Provider is entitled to exclude the Partner from the Partner Programme with immediate effect and to refuse payment of accumulated commission if the Partner breaches its obligations set out in this ToS. The Service Provider is entitled to inspect the Partner's activity and websites at any time.

If the referred Customer concludes a contract with the Service Provider after the Partner has left the Partner Programme, the (former) Partner is not entitled to a commission. Entitlement to commission ceases upon the Partner's exit or exclusion, except for commissions already earned but not yet paid, which are paid in accordance with section 14.3.

14.6. Marketing activity and brand use

Within the framework of the Partner Programme, the Partner is entitled solely to share the personal referral link. The Partner Programme does not entitle the Partner to the following activities:

• Use of the Droposal brand name, logo or other trademarks in paid advertisements (e.g. Google Ads, Facebook Ads, LinkedIn Ads).
• Conducting marketing communications in the name or on behalf of Droposal.
• Reselling, brokering or selling Droposal's products or services as the Partner's own.
• Any activity that creates the impression that the Partner is the Service Provider's official representative, reseller or partner.

If the Partner wishes to actively use the Droposal brand for marketing activities, advertisements, or to cooperate as a reseller/representative, this requires a separate written agreement. Such cooperation entails different conditions, rights and obligations and may only be established with the prior written approval of the Service Provider.

Breach of the rules set out in this section may seriously damage the Service Provider's good reputation and business interests. In such a case, the Service Provider - in addition to immediate exclusion from the Partner Programme and revocation of the commission - is entitled to demand compensation for the damage caused by the infringement, and to take the necessary legal steps to put an end to the unauthorised brand use.

15. Other provisions

The parties shall mutually inform each other promptly upon becoming aware of any circumstance arising after the conclusion of the contract that prevents the performance of the contract.

The Service Provider's services are available to both Hungarian and international customers. The services and this ToS are governed by Hungarian law, regardless of the Customer's registered office or place of residence. By using the Service, the Customer expressly accepts the application of Hungarian law.

The contracting parties agree to settle any disputes amicably through direct negotiation. Otherwise, (I) if the Customer qualifies as a business under the Hungarian Civil Code, the parties submit any dispute to Hungarian law and to the Hungarian court having competence and jurisdiction at the registered office of the Service Provider, or (II) if the Customer qualifies as a Consumer, the general rules of jurisdiction shall apply.

If there is a discrepancy or contradiction on a given matter between these terms and any individual service contract concluded separately (e.g. based on an order), the provisions of the individual service contract shall prevail. In matters not regulated by this ToS, the provisions of the Hungarian Civil Code shall apply.

Severability of invalidity: If any provision of this ToS is found to be invalid, unlawful or unenforceable, this shall not affect the validity, lawfulness and enforceability of the remaining provisions. The invalid provision shall be replaced by a rule that comes as close as possible to the parties' original intention.

Waiver of rights: If the Service Provider does not exercise a right granted to it under this ToS or the Individual Contract, the failure to exercise the right shall not be deemed a waiver of that right. A waiver of any right is only valid in the case of an express written declaration to that effect. The fact that the Service Provider does not insist on strict compliance with a particular term or condition of the ToS on a particular occasion does not mean that it waives the right to insist on strict compliance with that term or condition in the future.

Prohibition of territorial discrimination: The Service Provider complies with Regulation (EU) 2018/302, which prohibits unjustified geo-blocking and discrimination. The Service Provider does not apply different conditions in respect of access to the services or means of payment based on the Customer's nationality, place of residence or place of establishment, except where there is objective justification for doing so.

Issued in: Budapest, 25 February 2026.