General Terms and Conditions

1. General provisions

1.1. These General Terms and Conditions (Terms) set out the conditions for using the services of NewGenWeb Kft. (brand name: NGW Studio).

1.2. These Terms apply to every contract between the Service Provider and its contracting party (Client) that refers to these Terms, or that is based on a quote accepted by the Client.

1.3. The Service Provider's services are aimed primarily at businesses and sole traders. Where the Client qualifies as a consumer, the mandatory consumer protection rules apply even where they differ from these Terms.

1.4. These Terms are permanently available, downloadable and storable at https://ngwstudio.com/terms. The Service Provider may amend these Terms. Amendments affect existing contracts only with the Client's consent.

1.5. Matters not covered by these Terms are governed by Hungarian law, in particular Act V of 2013 on the Civil Code (Civil Code) and Act LXXVI of 1999 on Copyright (Copyright Act).

2. Definitions

• Quote: the Service Provider's written offer setting out the subject, scope, fee and schedule of the service.
• Order: the Client's written acceptance of the Quote (email is sufficient).
• Project: one-off work aimed at a defined result (e.g. website, logo, brand identity, AI image package).
• Monthly Service: a recurring service invoiced monthly (e.g. short-form video content, maintenance).
• Deliverable: material created by the Service Provider in performing the contract and handed over to the Client (source code, graphics, images, videos, text).
• Client Material: text, images, logos, data or other content provided by the Client.
• Revision Round: the Client's correction requests for a given design or material, sent once and consolidated.
• AI Content: images, video, audio or text produced wholly or partly with generative artificial intelligence tools.

3. Formation of the contract

3.1. The Service Provider prepares a Quote based on the Client's needs. Unless it states otherwise, the Quote is valid for 30 days.

3.2. The contract is formed when the Order reaches the Service Provider. The contract consists of the accepted Quote, these Terms and any separate written agreement between the parties.

3.3. In case of conflict, the following order of precedence applies: (1) separate written contract, (2) accepted Quote, (3) these Terms.

3.4. The contract is a written contract. The parties consider email correspondence to be in writing.

3.5. Additional work not included in the Quote is performed on the basis of a separate quote or an hourly rate approved by the Client in writing.

4. Services

The exact scope of the services is always defined by the accepted Quote. The rules below apply to the individual services.

4.1. Websites and landing pages

• The Service Provider designs and builds the website according to the sitemap and features set out in the Quote.
• Stages: visual design, development, launch. The Client approves the visual design before development begins.
• The price includes the subpages listed in the Quote, responsive layout and a draft of the basic legal pages (legal notice, privacy and cookie policy). The Client is responsible for the content and legal compliance of the legal pages.
• Fees for domain, hosting, email and other external services are not included unless the Quote states otherwise.

4.2. Logo and brand identity

• Based on the brief, the Service Provider presents 3 logo directions, of which the Client selects one for further development.
• Once the selected direction is finalised, the Service Provider delivers the logo in the formats listed in the Quote (e.g. SVG, PNG, favicon) together with the brand elements.
• The Service Provider does not carry out trademark searches. Assessing whether the logo can be registered as a trademark is the Client's responsibility.

4.3. AI images

• The Service Provider creates product, campaign and mood images with generative AI tools, aligned with the Client's brand.
• The Service Provider uses product photos supplied by the Client solely to produce the ordered images.

4.4. Short-form video and social content (Monthly Service)

• Each month, the Service Provider produces the number of videos set out in the Quote (Reels, TikTok, YouTube Shorts formats).
• Process: monthly content plan and scripts, Client approval, production, delivery.
• The Client approves the scripts within 3 business days. Late approval extends the production deadline accordingly.
• Where the Client fails to use the monthly video allowance, the unused allowance may roll over for at most one month.
• Publishing is the Client's responsibility unless the Quote states otherwise. The Service Provider supplies an upload guide, including guidance on AI labelling.

4.5. Maintenance and changes (Monthly Service)

• The monthly fee covers the allowance set out in the Quote: updates, uptime monitoring, backups, a monthly report and the number of hours of changes set out in the Quote.
• Work beyond the allowance is performed after the Client's prior approval at the hourly rate set out in the Quote.
• Unused hours do not roll over to the next month.
• The Service Provider responds to fault reports within 1 business day on business days.

5. Client cooperation

5.1. The Client provides the materials listed in the Quote or the content checklist (texts, photos, logo, company details, access credentials) by the agreed deadline.

5.2. The Client warrants that it is entitled to use the Client Material, that the Client Material does not infringe third-party rights (copyright, trademark, personality rights) and that its content is lawful.

5.3. Where the Client Material contains the likeness or voice of a real person, the Client obtains that person's consent.

5.4. The Client is responsible for the accuracy of claims it provides (e.g. product features, prices, health-related claims).

5.5. If the Client does not deliver the materials under 5.1 on time, or gives approvals late, the delivery deadline is extended by the length of the delay. If a Project is suspended for more than 60 days due to the Client, the Service Provider may invoice the work already completed.

6. Delivery, acceptance, revision rounds

6.1. The Service Provider delivers the Deliverables according to the schedule in the Quote. Deadlines start on the date of the Order and, where a deposit applies, on receipt of the deposit.

6.2. The number of Revision Rounds included in the price is set out in the Quote; where the Quote does not specify it, 2 Revision Rounds apply per design (visual design, logo direction, script, video). Further revisions are handled under 3.5.

6.3. A revision means a correction within an approved design. A material change to an already approved design or script counts as new work.

6.4. The Client reviews the delivered Deliverable within 10 business days and either accepts it in writing or sends a list of defects. If the Client does not respond within this period despite a reminder from the Service Provider, or launches or publishes the Deliverable, it is deemed accepted.

6.5. The Service Provider corrects free of charge any defects attributable to it that are reported within 60 days of the website launch. Deviations resulting from changes made by the Client or third parties, changes to external services, or new requirements are not defects.

7. Fees, payment, late payment

7.1. Fees are set out in the accepted Quote. Fees are net amounts and subject to VAT.

7.2. For Projects, the Service Provider invoices a 50% deposit upon the Order and the balance upon delivery. Work begins once the deposit is received. The parties may agree on a different payment schedule in the Quote; at the Client’s request the Project fee may be paid in up to 12 monthly instalments. In that case the amount and due dates of the instalments are set out in the Quote.

7.3. Monthly Service fees are invoiced in advance at the beginning of each month.

7.4. Invoices are payable by bank transfer within 15 days of issue.

7.5. In case of late payment, the Service Provider may claim default interest under Section 6:155 of the Civil Code and a fixed recovery cost of EUR 40.

7.6. If payment is more than 30 days late, the Service Provider may, after prior written notice, suspend performance or the Monthly Service until the debt is settled, and may refuse to launch.

7.7. Fees payable to third parties (domain, hosting, paid fonts, stock material, additional AI tool credits) are re-invoiced by the Service Provider with the Client's prior approval.

8. Intellectual property, licence, AI Content

8.1. The Deliverable remains at the Service Provider's disposal until the fee is paid in full. Upon full payment, the Client obtains an exclusive licence to use the Deliverable, unlimited in territory and time, transferable to third parties and including the right to adapt it.

8.2. For logos and brand identity, the Service Provider hands over the final source files after full payment. Unselected logo directions and drafts remain with the Service Provider.

8.3. For websites, the Service Provider hands over the source code after full payment, or transfers the accounts (repository, hosting, domain) to the Client's name. Third-party components used in the website (open-source libraries, fonts, plugins) may be used under their own licence terms.

8.4. The Service Provider remains free to use its general know-how, methods, templates and reusable code in the future, provided these do not contain the Client's confidential information or distinctive brand elements.

8.5. AI Content. The Client acknowledges that content produced with generative AI may not qualify as a copyright-protected work under current law. Accordingly, the Service Provider does not undertake to assign copyright; it undertakes to provide the use set out in 8.1 and to produce AI Content with tools whose terms permit commercial use.

8.6. When producing AI Content, the Service Provider does not use the likeness or voice of a real, identifiable person without that person's consent, and does not deliberately imitate a third party's trademark or well-known character.

8.7. Compliance with social media platforms' AI labelling rules is the responsibility of whoever publishes the content. Where the Service Provider publishes, it takes care of labelling.

8.8. Portfolio. The Service Provider may show the Deliverable and the Client's name and logo as a reference on its website and social channels, unless the Client prohibits this in writing.

9. Third parties, liability, confidentiality, data protection

9.1. External services. External services needed for the website (hosting, domain registrar, email, form handling, AI tools) operate under their own terms. The Service Provider is not liable for their outages, price changes or changes to their terms. The Service Provider registers the domain, or has it registered, in the Client's name.

9.2. Liability. The Service Provider's liability for damage caused by breach of contract is limited to the fee of the Project concerned, or for Monthly Services to the fees of the last 12 months. It is not liable for lost profits, indirect damage, or damage arising from Client Material or the Client's instructions. This limitation does not apply to breaches committed intentionally or with gross negligence, or causing harm to life, physical integrity or health (Civil Code, Section 6:152).

9.3. The Service Provider does not guarantee any business outcome from the Deliverables (e.g. traffic, reach, sales, search ranking).

9.4. Confidentiality. The parties keep confidential any trade secrets and confidential information learned while performing the contract, including after it ends, and use it only to perform the contract.

9.5. Data protection. The Service Provider processes the personal data of the Client's contact persons in accordance with its privacy policy (in Hungarian). Where the Service Provider processes personal data on the Client's behalf (e.g. website forms, maintenance), the parties enter into a data processing agreement under Article 28 GDPR.

10. Term, termination, final provisions

10.1. A contract for a Project is fulfilled upon acceptance of the Deliverable and payment of the fee.

10.2. A contract for a Monthly Service is concluded for an indefinite term. Either party may terminate it in writing with 30 days' notice.

10.3. If the Client withdraws from a Project before completion, it must pay a proportionate fee for the work already performed. The Client may use partial results completed up to that point once they are paid for.

10.4. Either party may terminate the contract with immediate effect if the other party materially breaches it and fails to remedy the breach within 15 days of written notice.

10.5. Upon termination, the Service Provider hands over the paid Deliverables and the Client's access credentials. Assistance beyond this handover (e.g. migration to another provider) is chargeable.

10.6. Force majeure. Neither party is liable for breach caused by circumstances beyond its control that could not be foreseen (e.g. natural disaster, official measures, prolonged outage of an external provider).

10.7. The parties first seek to settle disputes by negotiation. Failing that, the court competent for the Service Provider's registered office has jurisdiction.

10.8. These Terms are made in Hungarian and English. In case of discrepancy, the Hungarian version prevails.

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