THIS AGREEMENT made as of the ,2009
BETWEEN
... Ltd. having its principal place of business at ..., ... (hereafter referred to as the "User")
AND
CCS HUNGARY Cargo Community System Ltd., having its principal place of business at Jászladány utca 10., H-1172 Budapest, HUNGARY. (hereafter referred to as "CCS")
BETWEEN
... Ltd. having its principal place of business at ..., ... (hereafter referred to as the "User")
AND
CCS HUNGARY Cargo Community System Ltd., having its principal place of business at Jászladány utca 10., H-1172 Budapest, HUNGARY. (hereafter referred to as "CCS")
This Agreement sets the conditions of joining and working with Cargo Community System HUNGARY (CCS) established in harmony with the IATA and FIATA recommendations.
NOW THEREFORE, in consideration of the mutual promises set forth herein, the User and CCS hereby agree as follows:
1. DEFINITIONS
For the purposes of this Agreement, the following definitions shall apply:
1.1. CCS HUNGARY
"CCS HUNGARY" is a neutral and unbiased EDI Cargo Community System (Community System) for HUNGARY aiming at speeding up and securing freight movements. Its long term goal to computerise all parties of the logistic chain and to involve them in Electronic Data Interchange (EDI) in harmony with the international recommendations. CCS HUNGARY was created exclusively for serving the Hungarian market, while in order to provide higher service levels for the users striving after to conclude international relations. The term CCS HUNGARY comprise all hardware and software owned by CCS.
1.2. Software
"Software" shall mean all softwares used to create, operate, develop and maintain and created irrespective of its origin, function and location.
1.3. Carrier System
"Carrier System" shall mean the systems of carriers e.g. airlines where the carrier stores data about the shipment movements and statuses and which may provide for the parties of the logistic chain useful information.
1.4. Data
"Data" shall mean all data transmitted by the User workstations, Carrier Systems or other parties via CCS HUNGARY irrespective of their content or nature.
1.5. EDI
"EDI" shall mean Electronic Data Interchange e.g. via dial-up connection, SITA teletype or by any other means valued by the CCS as reliable.
1.6. Message
"Message" shall mean all free text or User workstation created data unit.
1.7. Services
"Services" shall mean all activities performed by CCS for the User and all functions of CCS HUNGARY.
2. CCS' RESPONSIBILITIES
2.1. Data Receipt, Storage. and Transmission
CCS shall receive and validate, as specified in Annex "A" hereto, the Data from the User. CCS shall distribute Data from the User to the addresses set by the User. The same way CCS HUNGARY receives Data from the other parties which addressee is the User. CCS shall store the Data until the addressee become available, then transmit the Data.
Those data which were not transmitted to the User due to termination of the contract with CCS or due to the User is permanently unavailable, CCS will destroy and will immediately inform the senders about it.
Permanently unavailable the User which does not get in touch with the CCS center for 30 days or more.
CCS will process and transmit only those Data which were received in the way and electronic format set forth in Annex "A".
2.2. Help Desk Services
CCS will provide the contacts where the User may send questions regarding the use of CCS HUNGARY and where the duty engineers are accessible in case of technical failure.
2.3. Training
CCS shall create and maintain such system documentation as CCS deems necessary for the user either in electronic format in a "Help" system or in printed form, in Hungarian.
2.4. Liability To Inform
CCS will answer all questions of the User regarding to the use of the CCS which may not harm or endanger the copyrights or other interests of CCS. For such services CCS may invoice fees set forth in Annex "A" if a prior notice was given.
2.5. Development
CCS will take into consideration the requirements of the User during developments.
2.6. Databases
CCS will maintain and update the databases listed in Annex "A" provided for the User on a regular basis but depending on how regularly CCS can get access to the source data. CCS is striving to get the necessary data in time to provide them for the User by their effective date. If the User inform CCS that certain data are incorrect CCS will make every effort to get the correct data from MALÉV or from the party who issued the data. CCS will inform the User of the confirmed data errors.
3. CCS' RIGHTS
3.1. Non Purpose Like Use
CCS has the right to immediately discontinue the services for the User who is using CCS HUNGARY or any part of it in a way that may endanger the system or in connection with the use of CCS HUNGARY interfere with the interests of CCS or the other users. CCS is obliged to inform the User about the reason in written form. If the User would not give up the activity quoted in the information, CCS may abrogate this contract with immediate effect.
3.2. Control Of Use
CCS is entitled without prior notice to examine if the User is using the provided means purpose like. The User shall allow this and provide every expected support.
3.3. Non-Payment
If the User may not pay the fees and charges set forth in the annexes or pay with delay CCS may suspend the Services and may abrogate the contract and may take back the hardware and software provided for use for the User.
4. CCS' LIABILITY
4.1. Claims In Connection With The Use Of CCS HUNGARY
CCS is liable for any damages or losses of the User arising from the use of CCS HUNGARY up to the amount of monthly basic fee paid by the User. CCS shall not be liable with a hugher amount to the User for any loss even if it can be proved that the loss of business or damage was arising from technical failure of the Community System.
4.2. Claims In Connection With The Use Of Databases
CCS shall not be liable for any loss arising from the error of any database provided. CCS is only collecting the data and is not expected to perform content check.
4.3. Quality Of The Services
CCS is liable only for the quality of the hardware and software which is owned, operated and maintained by CCS. The User shall clear away any breakdown outside this area.
4.4. Protection Of The Data And Interests of the User
CCS obliged to handle confidential as business secret and protect all information, data, documentation which was provided by the User about its systems, organization and operations.
5. RESPONSIBILITIES OF THE USER
5.1. Make The Maintenance Possible
User shall make possible regularly at agreed times for CCS staff to check the User workstation, equipment and update the databases.
5.2. Discovery Of Database Error
User will inform CCS without delay if any of the databases provided would contain error or if the User know that the data were changed.
5.3. Conditions Of Beginning The Services
User will provide the conditions set forth in Annex "A". The Services may be used and the agreed charges shall be payable only if the User and CCS provided the conditions agreed in Annex "A".
5.4. Fees For The Services
User shall pay for the use of CCS HUNGARY the fees and charges set forth in Annex "A" against a detailed invoice, monthly, in HUF. The invoiced HUF amount will be calculated by the effective daily exchange rate of MNB.
6. RIGHTS OF THE USER
User may request the relocation of its workstation while covering the related expenses of CCS.
7. LIABILITY OF THE USER
7.1. Safe-keeping
User shall take care of safe-keeping all software, hardware and documentation provided by CCS and shall not disclose them to third parties. Agrees that if any software, hardware or communications line component of CCS HUNGARY would be unlawfully misappropriated by third party from the User, the User will fully be liable for the damages and losses with respect CCS.
7.2. Technical Failure Of Means Owned By Third Party
If the User may utilize hardware, software or communications means owned by third party and due to its technical failure or temporary inaccessibility could not use CCS HUNGARY or if the addressee of the message did not receive the message for a reason outside the liability of CCS, the User shall not be exempted from paying the fees set forth in Annex "A".
8. JURIDICTION
8.1. Setting A Debate
Both parties shall strive to solve debates by negotiations. They will bring the case to the court only if their negotiations were failed.
8.2. Consent to Jurisdiction Venue aid Service
The parties consent and agree that all legal proceedings relating to or arising out of this Agreement shall be maintained in the Regular Elected Court of Hungarian Chamber of Commerce, Budapest, HUNGARY, and the parties consent and agree that jurisdiction and venue of such proceedings shall lie exclusively with such courts.
9. AGREEMENT TERM, TERMINATION, EXPIRATION
9.1. Agreement Term
The term of this Agreement shall commence on the date first written above and shall continue unless written notice of termination to the contrary is given by either party.
9.2. Termination Without Cause
Either party may terminate this Agreement without cause upon 1 month written notice to the other party.
9.3. Termination Due To Breach Of Contract
Either party may terminate this Agreement if the other party breaches any term hereof, provided and incapable of cure or which has not been cured within fourteen (14) days after receipt of written notice of such default from the non-defaulting party.
9.4. Returning Hardware, Software, Documentation, Password, Address and Communications Means
Upon notice of termination before termination of this Agreement the User shall return all hardware, software, documentation, password, address and communications means received from CCS for use or those gained access by the use of CCS HUNGARY and all their copies. The same time CCS shall promptly return to the other party all materials of the other party.
9.5. Survival of Obligations
The obligations of the parties under Sections 4.1, 4.4, 7.1, shall survive termination of this Agreement for any reason.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above.
