IT Consulting, Digital Services, and AI Agent Solutions
Provider: mikloskadar.com and all affiliated companies
Version: 2.3
Effective: Upon publication
1. Scope and Applicability
These General Terms and Conditions ("GTC") govern all services provided by mikloskadar.com and all affiliated companies ("Provider").
These GTC apply to all Statements of Work ("SOW"), proposals, order forms, or agreements referencing them. Each SOW forms a separate contract incorporating these GTC.
In case of conflict, the SOW prevails only for the expressly conflicting provision.
2. Definitions
Client: The entity or individual entering into an SOW.
Services: Consulting, Salesforce advisory, release management, DevOps, software development, IT architecture, NFT and digital asset advisory, blockchain integration, AI Agent development, LLM integration, automated reasoning systems, support, and related services described in an SOW.
AI Agent Services: Any service involving autonomous or semi-autonomous software capable of generating content, making decisions, or interacting with third parties.
Deliverables: Work products created under an SOW, including any text, code, or data generated by an AI system ("Output").
Affiliate: Any entity controlling, controlled by, or under common control with a party.
Confidential Information: Non-public technical, financial, operational, or business information.
3. Provision of Services
Services shall be performed in accordance with the applicable SOW.
Unless otherwise specified, Services are provided on a time and materials basis.
The Provider retains discretion over staffing, methodology, tooling, automation, DevOps pipelines, and technical architecture decisions unless otherwise agreed. This includes the selection of third-party AI models (e.g., OpenAI, Anthropic) unless a specific model is mandated in the SOW.
AI Transparency: Pursuant to the EU AI Act, the Provider ensures that AI Agents are designed to disclose their artificial nature to end-users where required by law.
The Provider may use subcontractors or Affiliates while remaining responsible for performance.
4. Client Responsibilities
Provide accurate and timely information.
Grant necessary system and data access.
Ensure lawful use of software, platforms, and AI Agents.
Instruction Compliance: The Client is responsible for ensuring that any prompts, training data, or instructions provided to AI Agents do not violate third-party intellectual property or applicable laws.
Review of Output: The Client acknowledges that AI-generated Output may contain inaccuracies ("hallucinations"). The Client is responsible for the final review and deployment of any AI Output.
Maintain backup copies of its data unless otherwise agreed.
The Provider is not liable for delays or defects caused by incomplete Client cooperation.
5. Fees, Advance Payment, and Recurring Services
Fees are defined in the applicable SOW.
Advance Payment Requirement: Unless otherwise expressly agreed in writing, all fees are due and payable in advance of the commencement of Services. The Provider has no obligation to commence or continue Services unless the applicable advance payment has been received.
Monthly Retainers and Recurring Services: For recurring or monthly Services, fees shall be invoiced and must be paid in advance of each applicable service period.
Third-Party API Costs: Unless otherwise stated in the SOW, fees for third-party AI compute or API tokens are the responsibility of the Client and are not included in the Provider's service fees.
Recurring Services are subject to a minimum commitment period of thirty (30) days from the commencement date specified in the SOW.
After the initial thirty (30) day commitment period, recurring Services shall automatically renew for successive thirty (30) day periods unless either party provides written notice of termination at least ten (10) days prior to the end of the then-current service period.
Prepaid recurring fees are non-refundable once a service period has commenced, unless otherwise expressly agreed in writing.
All fees are exclusive of VAT and applicable taxes.
The Provider reserves the right to suspend or withhold Services immediately in the event of non-payment or delayed payment. Suspension shall not relieve the Client of its payment obligations.
Any disputed invoice must be notified in writing within five (5) business days of receipt. Undisputed portions remain payable in accordance with this section.
6. Intellectual Property
All pre-existing tools, frameworks, DevOps scripts, Salesforce accelerators, AI prompt libraries, custom GPT configurations, NFT minting workflows, templates, methodologies, and know-how remain the property of the Provider.
Unless otherwise specified in the SOW, upon full payment the Client receives a perpetual, non-exclusive license for internal business use.
Ownership transfer must be explicitly stated in the SOW.
The Provider may reuse general knowledge, skills, and experience gained during performance, including non-confidential algorithmic improvements developed during the provision of AI services.
7. Confidentiality
Each party shall protect Confidential Information with reasonable care.
Disclosure is permitted to employees, contractors, and Affiliates under confidentiality obligations.
AI Training Limitation: The Provider shall not use Client Confidential Information to train "public" or "foundation" models of third-party providers unless the Client provides explicit written consent.
Confidentiality obligations survive termination for five (5) years or longer if required by law.
8. Data Protection and AI Ethics
Each party shall comply with applicable data protection laws, including GDPR and the EU AI Act.
Where required, the parties shall execute a separate Data Processing Agreement (DPA).
Prohibited Uses: The Client shall not use AI Agents provided by the Provider for prohibited practices under the EU AI Act (e.g., social scoring or manipulative systems).
The Provider shall implement commercially reasonable security measures.
9. Warranties and Compliance
The Provider warrants that Services will be performed professionally and in accordance with industry standards.
AI Performance Disclaimer: Due to the probabilistic nature of Artificial Intelligence, the Provider does not warrant that AI Outputs will be error-free or that the AI Agent will reach a specific conclusion in every instance.
Each party represents that it is authorized to enter into agreements and complies with applicable anti-corruption and sanctions laws.
Except as expressly stated, all other warranties are excluded to the maximum extent permitted by law.
10. Insurance
The Provider maintains commercially reasonable professional liability insurance appropriate to the Services performed.
Proof of insurance may be provided upon reasonable written request.
11. Limitation of Liability
The Provider’s total aggregate liability per SOW shall not exceed the total fees paid under that SOW.
The Provider is not liable for indirect or consequential damages, loss of profit, business interruption, or loss of data not caused by intentional misconduct.
AI-Specific Exclusions: The Provider is not liable for damages arising from AI hallucinations, biased outputs generated by third-party foundation models, or third-party AI platform failures.
Nothing excludes liability that cannot be excluded under Hungarian law.
12. Audit Rights
The Client may audit compliance with confidentiality or data protection obligations once per year upon reasonable notice.
Audits must not unreasonably interfere with operations and must remain confidential.
The Provider may satisfy audit requests through third-party certifications or documentation.
13. Term and Termination
Each SOW defines its own term.
Recurring Services are subject to the minimum commitment and automatic renewal provisions set forth in Section 5.
Either party may terminate an SOW for material breach not cured within thirty (30) days after written notice.
Termination of one SOW does not automatically terminate other SOWs.
Upon termination, all unpaid amounts for Services performed or committed service periods remain immediately due and payable.
Prepaid fees are non-refundable except where otherwise expressly agreed in writing.
14. Non-Solicitation
During the term of an SOW and for twelve (12) months thereafter, the Client shall not solicit employees or contractors involved in the Services without written consent.
15. Force Majeure
Neither party shall be liable for delay or failure caused by events beyond reasonable control, including cyberattacks, infrastructure outages, governmental actions, or natural disasters.
16. Governing Law and Jurisdiction
These GTC and all SOWs referencing them are governed by the laws of Hungary.
Disputes are subject to the exclusive jurisdiction of the competent courts of Hungary unless otherwise specified in the SOW.
17. Amendments
The Provider may update these GTC from time to time. The version in effect at the date of SOW execution applies to that SOW.
18. Severability
If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
This document is incorporated by reference into any Statement of Work that explicitly refers to these General Terms and Conditions.