Terms and Conditions

These are the Terms and Conditions governing the sale of all products and services provided by SciEngineer Kft. (company registry number: 01-09-979547; tax number: 23818925-2-43; EU Tax number: HU23818925; registered seat: 1095 Budapest, Soroksári út 30-34.; represented by: Péter Bolesza managing director solely; hereinafter “Company”). Except as otherwise expressly agreed upon in writing by a duly authorized representative of the Company and the Customer, these Terms and Conditions will apply notwithstanding any provision to the contrary that may appear on any order form or other document issued by the Customer.

The Company expressly declares that these Terms and Conditions shall apply exclusively to business-to-business (B2B) commercial relationships. Accordingly, it governs contractual relationships entered into with legal entities only, including but not limited to companies, universities, research institutions, and other organizations. The Terms and Conditions do not apply to consumers within the meaning of applicable law.

1. Definitions

Quotation: An offer issued by the Company to the Customer pursuant to the Customer’s order, concerning the products distributed or services rendered by the Company.

Additional Activities: Any activity carried out by the Company in excess of the activities defined in the agreement concluded with the Customer and not originally set out in the Order Confirmation.

Customer: A legal entity to whom the quotation is sent and/or with whom the contract is signed with.

Company: SciEngineer Kft. (company registry number: 01-09-979547; tax number: 23818925-2-43; registered seat: 1095 Budapest, Soroksári út 30-34.; represented by: Bolesza Péter managing director solely)

Contract: Any agreement that is used to govern the provision of products and/or services, its modification or integration with other parties, and any legal acts or other acts associated with the preparation for and execution of the contract. As a general rule, the contract comes into effect upon the Company’s receipt of an official order or a quotation signed by the Customer.

Parties: The Company and the Customer hereinafter collectively referred to as the “Parties” and individually as the “Party”).

Purchase Order: A written inquiry from a Customer as to whether the Company is able to provide a specific product or service.

2. General conditions and applications

a) All Quotations issued by the Company and all Contracts entered into with the Company are subject to these Terms and Conditions. Company is entitled to unilaterally amend these Terms and Conditions at any time, subject to prior notification of the Customer. The Service Provider shall notify Customers of any amendments via its website and by electronic mail. The amended provisions shall become effective and binding upon the Customer after the Company has notified the Customer in writing of the amendment to the Terms and Conditions. A copy of the current Terms and Conditions is available on our website: https://sciengineer.com/terms-and-conditions/

b) By accepting a Quotation, the Customer agrees to be bound by the following terms and conditions. The Company shall expressly notify the Customer of this in the Quotation.

c) Modifications, additions, or extensions of these Terms and Conditions, and/or provisions that differ from these Terms and Conditions will only be binding on the Company when they have been agreed to explicitly and in writing between the parties.

d) Provisions of the Customer’s general terms and conditions cannot form part of the Contract, unless the Company expressly agrees to it in writing. If the Customer also applies general terms and conditions, the Parties shall agree on which provisions shall form part of the Contract.

e) If any provision of these Terms and Conditions or any provision of the Customer’s general terms and conditions deviates materially from the applicable laws or from the standard contractual practices generally applied in business, the applying party shall be obliged to specifically draw the other party’s attention to such provision, unless it corresponds to the established practice between the Parties. If such a provision exists, the applying party must obtain the other party’s express written consent for its application.

3. Quotations, orders, and contracts

a) Unless otherwise agreed and indicated within the “Validity” section of the document forwarded by the Company, the quotation validity period is 30 calendar days.

b) A contract is concluded when the Company receives written confirmation of the Customer’s acceptance of the quotation issued within the Quotation’s validity date (e.g., Purchase Order from the Customer).

c) The Company may revoke the Quotation and Purchase Order received from the Customer if the submitted document differs from that presented in the quotation and/or the product/service requested does not correspond to that discussed between the parties.

d) In its discretion, the Company may refuse to accept a Purchase Order, regardless of whether it comes from an existing customer or a new customer. The Company shall not be liable for any damages, losses, or compensation as a result of its decision to refuse or accept a Purchase Order after it has been received.

e) The Company is not required to provide the Customer with any reason or justification for refusing the Purchase Order pursuant to paragraph “d”.

f) If the Customer provides to the Company -at its request- documents, data, specifications, and other useful information for its preparation of a Quotation, the Company will assume these are correct and will formulate the quotation accordingly.

g) The Customer may withdraw the Purchase Order at any time prior to the Company’s acceptance and confirmation thereof. In such case, the Customer shall only be obliged to reimburse the Company for any reasonable and duly justified costs incurred in connection with the processing of the Purchase Order.

h) In the event that the Purchase Order concerns software licenses and the Company acts as a reseller, the Customer shall not be entitled to withdraw from the Purchase Order after the Company has accepted and confirmed it in writing. Upon such acceptance and confirmation, the Company shall have already placed the corresponding order with the software manufacturer. Should the Customer nevertheless attempt to cancel or withdraw from the Purchase Order after acceptance, the Customer shall remain obliged to pay the full purchase price.

i) In the event that the Purchase Order relates to a training, educational course, or any other service organized and provided directly by the Company, the Customer’s right of withdrawal shall be governed as follows:

1. The Customer may cancel the service free of charge up to the 14th calendar day prior to the scheduled date of the service.

2. If the Customer cancels the service between the 14th and the 7th calendar day prior to the scheduled service date, the Customer shall be obliged to pay 50% of the total service fee as a contractual penalty.

3. In the event that the Customer cancels the service within 7 calendar days prior to the scheduled service date, or fails to attend the service, the Customer shall be obliged to pay 100% of the agreed total service fee as a contractual penalty.

j) Either party may terminate the agreement for convenience, without cause, by providing written notice to the other party within 30 days’ notice period. Following termination, the Parties shall be obliged to fully settle their accounts with each other.

4. Pricing

a) Unless otherwise indicated, all prices are in Hungarian Forint (HUF) and/or Euros (EUR) and do not include VAT.

b) Unless otherwise indicated, the pricing does not include any costs related to activities performed by third parties.

c) There may be differences in price between Quotations issued for the same products due to changes in the EUR/HUF exchange rate or due to changes in MathWorks, COMSOL, or Speedgoat pricelists.

5. Delivery

a) The delivery time for MathWorks and COMSOL products is within 10 Business Days after the Company’s receipt of the Customer’s written acceptance of the Quotation.

b) For Speedgoat configurations, please refer to the order confirmation you receive after you send your Purchase Order.

c) The Company shall not perform any installation or configuration services on the products, except if an Individual Contract explicitly and specifically states that the Company will provide such services.

6. Terms of payment

a) Payments due to the Company must be made without deductions, within the terms specified in the Quotation, after the Company has issued an invoice to the Customer, within the payment deadline indicated on the invoice.

b) The payment will be considered complete when the funds have fully cleared in the Company’s nominated bank account.

c) If the Customer fails to fulfil its payment obligation by the due date indicated on the invoice issued by the Company that is calculated and payable in Euro, the Company shall be entitled to claim default interest. The default interest rate shall be equal to the base interest rate determined by the European Central Bank (ECB) applicable on the first day of the calendar half-year concerned by the delay, increased by ten (10) percentage points. In the event of late payment relating to invoices issued in Hungarian Forint (HUF), the Customer shall be obliged to pay default interest to the Company in accordance with Section 6:155 of Act V of 2013 on the Civil Code of Hungary.

d) In addition to default interest, the Company shall be entitled to a fixed minimum compensation of EUR 40 for recovery costs, in accordance with Article 6 of Directive 2011/7/EU of the European Parliament and of the Council of 16 February 2011 on combating late payment in commercial transactions and also specified in Act IX of 2016 on Collection Cost Compensation, without the need for a reminder.

e) If the Customer is a legal entity established outside the European Union and fails to make payment when due, the Customer shall be obliged to reimburse the Company for all incurred and duly documented costs arising in connection with payment reminders, debt collection procedures, and any legal proceedings initiated to recover the outstanding amount.

f) If the Customer is a legal entity established outside the European Union and fails to make payment when due, the Customer shall be obliged to reimburse the Company for all incurred and duly documented costs arising in connection with payment reminders, debt collection procedures, and any legal proceedings initiated to recover the outstanding amount.

g) In addition, the Company – in consultation with the software manufacturer – shall be entitled to temporarily deactivate or permanently revoke already issued software licenses in the event of payment default, without such action being considered a breach of contract by the Company.

7. Confidentiality

To establish and implement this Contract, the Parties may disclose to each other information, documents, and items containing knowledge and proprietary data not being in the public domain. In order to prevent the above-unauthorized use, the Parties shall agree as follows:

a) Definitions

“Information” shall mean all drawings, documents, information, reference material and/or knowledge, technological, electronic, and/or digital data related to the Project, disclosed to the receiving party by the disclosing party in written, oral or any other form; or otherwise coming to its knowledge prior to or during the term of this Confidentiality clause, irrespective of the type of the storage medium on which such information or data is contained or the Parties have identified as “Confidential” or equivalent to it. The Parties expressly agree that the information they provide in relation to the Project is complete, correct, and true.

“Data breach” shall mean any unauthorized or unlawful access to, disclosure of, alteration of, loss of, destruction of, or processing of Information, whether accidental or intentional, that compromises the security, confidentiality, or integrity of such Information.

b) Treatment in Confidence

Except as provided in Article 7. c) hereof, the receiving party agrees to the following:

i. To use all information exclusively for the agreed Quotation.

i. To treat all information strictly confidential and not to disclose it to third parties.

Companies controlled by one of the parties through shareholdings, voting trust agreements, the appointment of board members or in some other way, or which are legally or de facto managed by a party (“AFFILIATED COMPANIES”) shall not be deemed as third parties under this confidentiality clause. Information disclosed or received by an AFFILIATED COMPANY of a party shall be considered as information disclosed or received by the party itself and shall be subject to the terms and conditions of this Confidentiality clause.

iii. To disclose information only to employees and AFFILIATED COMPANIES having a need-to-know and who are directly involved in the intended Quotation or the decision whether to pursue it and who are bound to confidentiality. Within the limits of the labor law, the

receiving party shall ensure that the confidentiality obligations of its employees continue to apply after the termination of their employment relationship. The receiving party is responsible that its employees and AFFILIATED COMPANIES comply with this Confidentiality clause and for any failure of its employees and is liable if their employees or Affiliates do not preserve the confidentiality of the information.

iv. To take all reasonable security measures and act with due care in order to preserve and protect the confidentiality of the information and to avoid unauthorized access, use, or disclosure thereof.

v. To refrain from copying or reproducing the documents or electronic files that embody information unless as necessary for the Project.

vi. To promptly advise the disclosing party in writing of any unauthorized access, misappropriation, or misuse by any person of such information of the disclosing party which may come to its attention.

c) Exclusions

The provisions of this Confidentiality clause do not apply to information on which the receiving party can prove that such information:

i. was already in the public domain at the time of disclosure.

ii. entered the public domain after disclosure through no fault of the receiving party.

iii. was lawfully made accessible to the receiving party by a third party after disclosure with no restrictions in respect of confidentiality.

iv. is expressly stated in writing by the disclosing party as non-confidential.

v. was already in receiving party’s possession at the time of disclosure.

vi. is required to be disclosed in response to a valid order from a court, regulatory agency, or other governmental body in any country, but only to the extent and for the purpose stated in such order, provided, however, that the receiving party shall first notify the disclosing party in writing of the order and cooperate with the disclosing party if it desires to seek an appropriate protective order, and further provided that confidentiality is otherwise maintained by the receiving party after such disclosure.

d) Return of the information

Upon request of the disclosing party, but no later than three months after the expiration of this Confidentiality clause, the receiving party undertakes that all written or otherwise recorded information (including any copies made) shall be returned to disclosing party or destroyed and the verification of such destruction shall be provided. Electronically stored data shall be irretrievably deleted to the extent it is made possible by technology.

e) No rights granted

The receiving party acknowledges and agrees that any and all information disclosed to them by the disclosing party or otherwise coming to its knowledge remains the property of the disclosing party. The disclosing party retains any and all copyright rights related to the information.

No rights or obligations other than those expressly recited shall be implied in this Confidentiality clause.

The Parties declare that no other party shall be under any obligation to enter into any further agreements with any other party as a result of providing the information contemplated hereby.

f) Miscellaneous

The content of discussions between the Parties, and the fact that discussions between the Parties take place, shall also be governed by this Confidentiality clause.

If the receiving party violates its obligations under this Confidentiality clause, it shall be obliged to indemnify any damage suffered by the disclosing party in connection with the breach of contract. The payment of the indemnity does not release the receiving party from its obligations under this Confidentiality clause.

This Confidentiality clause constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and undertakings, whether oral or written.

No modification, alteration, or amendment shall be effective unless made in writing and signed by duly authorized representatives of both Parties.

Neither this Confidentiality clause nor any rights under this Confidentiality clause may be transferred or assigned by either party without the prior written consent of the other party. Forbearance, failure, or delay in exercising any rights under this Confidentiality clause shall not constitute a waiver thereof. Any single or partial exercise of the rights under this Confidentiality clause shall not preclude any other or future exercise thereof or the exercise of any other right or privilege.

In case of Data breach, the party that recognizes it, shall notify the other party without delay, and to take all reasonable measures required in the given situation to prevent or mitigate any damage that may arise as a result of a data breach.

8. Force majeure

a) Definition of force majeure

In this Clause 8, “Event of Force Majeure” means an event or any circumstance not within the reasonable control of the party which prevents a party from complying with any of its obligations under this Terms and Conditions, including but not limited to:

i. The act of God (such as but not limited to fires, explosions, earthquakes, drought, tidal waves, and floods); ii. war, hostilities (whether war be declared or not), invasion, the act of foreign enemies, mobilization, requisition, or embargo; iii. rebellion, revolution, insurrection, military or usurped power, or civil war; iv. contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly; v.riot, commotion, strikes, go-slows, lock outs or disorder unless solely restricted to employees of each party or of his subcontractors; or vi. acts or threats of terrorism.

b)Consequences of force majeure events

i. Neither the Company nor the Customer shall be considered in breach of these Terms and Conditions to the extent that performance of their respective obligations (excluding payment obligations) is prevented by an Event of Force Majeure that arises after the Effective Date. ii. The party (the “Affected Party”) prevented from carrying out its obligations hereunder shall give notice to the other party of an event of force majeure upon it being foreseen by or becoming known to the Affected Party.

c)Optional termination

Irrespective of any extension of time, if an event of force majeure occurs and its effect continues for a period of [90] days, either the Company or the Customer may give the other notice of termination.

9. Liability

a) The Company’s own products and services (e.g. trainings, consultation) may be used only in such manner and for such purposes as comply with the applicable laws and regulations, with particular regard to the currently effective tax, accounting, labor, and social security legislation.

b) The Company shall not be liable for any direct or indirect damages suffered by the Customer arising from the use of the products or services. To the fullest extent permitted by applicable law, the Company excludes liability for any loss of revenue or profit, lost sales opportunities, loss of data, costs arising from the procurement of substitute products or services, damage to property, loss of business turnover, loss of business information, or any special, direct, indirect, incidental, economic, cover, or consequential damages, regardless of how caused and whether arising in contract, negligence, or otherwise, if such damages result from the use or inability to use the products or services, even if the Company has been advised of the possibility of such damages. Furthermore, the Company shall not be liable for any damages resulting from the proper or improper use of the products or services, or from force majeure events. The Customer shall bear sole responsibility for regularly backing up, archiving, and storing the data processed by means of the products and services, in accordance with the importance of such data.

c) Due to the complex nature of the Company’s products and services and IT systems, the Company does not assume liability for ensuring that the product or service operate without errors or interruptions, or that they are compatible with all IT systems and devices. In order to ensure safe operation, it is important that the Customer familiarizes itself with all available information prior to commencing use and during the operation of the product or service and complies with all instructions and recommendations. In light of the above, the Company in no event warrants that the product or service will meet the specific requirements arising from the Customer’s business processes or that they will satisfy all of the Customer’s user expectations. In the event of specific requirements or expectations related to the product or service, custom developments may only be ordered on the basis of a separate agreement and individual assessment, and subject to additional remuneration.

d) The Customer acknowledges that it is obliged to ensure suitably qualified personnel for the proper operation of the system.

e) The Company shall not be liable for any consequential damages, and with respect to any liability that cannot be excluded under this Section 9, an aggregate cap in the amount of 5000 EUR (five thousand euro) shall apply.

10. Warranty

a) Considering that the Company acts as a reseller with respect to the distributed products, Company’s obligations are strictly limited to the timely delivery of the software licenses and the provision of access. The Company does not warrant or guarantee the performance, suitability, or uninterrupted operation of the software, which remains the responsibility of the respective software manufacturer or the licensor.

b) Any warranties, representations, or liabilities relating to the performance, functionality, quality, or error-free operation of the software shall be solely and exclusively subject to the applicable End User License Agreement (EULA) issued by the respective software manufacturers (e.g., MathWorks or COMSOL). The Company acts solely as a reseller and shall not be liable for any defects, malfunctions, or interruptions of the software.

11. Intellectual property rights

a) The software distributed by the Company is protected by copyright, international copyright treaties, and other laws relating to intellectual property. By purchasing or renting the product or service, the Customer acquires a right of use but does not acquire ownership of the product or service. The Company reserves all rights in relation to the software that are not expressly granted under these Terms and Conditions.

b) The Customer shall be entitled to use the software distributed by the Company solely for internal business purposes. Under these General Terms and Conditions, the Customer is granted a non-exclusive, non-transferable right to install and use the software. The Customer shall not grant any further license to third parties for the use of the software and shall not be entitled to transfer, lease, sublease, or otherwise make the software available to any third party, whether free of charge or for any consideration, or use it as security or collateral for any obligation towards third parties. The Customer shall not be entitled to copy, reproduce on any storage media, analyze, reverse engineer, modify, or otherwise alter the software.

c) Considering that the Company acts as a reseller, the ownership rights to the software shall in all cases remain with the manufacturer or the licensor.

12.Reclamation

a) If the Customer finds that a product or service provided by the Company is faulty, the Customer shall be entitled to submit a written complaint to the Company, to the Company’s registered seat via post or to this e-mail address: [email protected].

b) The Customer shall be entitled to submit a complaint within 30 days from the discovery of the circumstance, giving rise to the complaint, but no later than within 3 months from the occurrence of such circumstance.

c) The Company shall investigate the received complaints within 30 days and shall notify the Customer in writing of the outcome of such investigation.

d) The Customer shall also be entitled to enforce its claim before the courts in accordance with the provisions of Act CXXX of 2016 on the Code of Civil Procedure. The Company and the Customer agree to submit their disputes to the jurisdiction of the Hungarian courts, and, depending on subject-matter jurisdiction, to the exclusive jurisdiction of the Buda Central District Court.

13. Technical support services

a) The Company shall provide technical support services to the Customer only in respect of software licenses that are subject to valid and active license agreements in force. Technical support is strictly limited to resolving technical impediments arising during the proper use of the software and does not include general engineering consultancy, project-specific design, or custom code development.

b) First level (Tier 1) technical support shall be provided by the Company’s internal support team. Second-level (Tier 2) technical support shall be provided by the respective software manufacturers. The Customer shall submit all support requests exclusively to the Company. Where the involvement of the software manufacturer is required for the resolution of an issue, the Company shall coordinate directly with the manufacturer based on the Customer’s support request.

c) The Company does not guarantee any specific response or resolution time in relation to reported issues. The Company shall use commercially reasonable efforts to respond to and address support requests, taking into account the nature and complexity of the issue, the time of submission, and, where applicable, the involvement of the software manufacturer. The Customer acknowledges that resolution times may depend on the respective software manufacturer and that the Company shall not be liable for delays attributable to third parties.

d) If the resolution of a support request requires remote desktop access, the Customer shall ensure the necessary technical environment and permissions. The Customer remains responsible for data backup and security during such sessions, and the Company shall treat any information accessed during the process as Confidential Information.

e) Technical Support does not include the preparation, configuration, or adaptation of the Customer’s IT environment for the receipt or operation of the software. The Company shall not be responsible for investigating or resolving issues arising from hardware failures, database errors, operating system modifications, third-party software interactions, or any other system-level incompatibilities not directly caused by the software. The Company reserves the right to decline support requests that could be reasonably resolved by consulting the software’s official public documentation or that result from the lack of basic professional qualification of the Customer’s personnel.

f) The Customer agrees to seek support from the Company only with respect to issues that cannot reasonably be resolved by the Customer. The Customer shall provide all information, documentation, logs, and other relevant details necessary for the proper assessment and resolution of the reported issue. Technical support requests shall be submitted exclusively to the Company via the following email address: [email protected].

14. The law of the contract

In all respects, the contract shall be construed, and the legal relations between the parties shall be determined in accordance with the laws of Hungary, especially Act V of 2013 on the Civil Code.

All disputes arising out of or in connection with the present contract shall be settled by the courts of Hungary having their jurisdiction under the Code of Civil Procedure.

15. Privacy (ART. 13 REG. EU 2016/679 – GDPR)

The Company complies with all current privacy regulations of Article 13 of 2016/679 (also known as the European General Data Protection Regulation). Please refer to our Privacy Policy.

The Customer may only entrust the Company with the processing of personal data that the Customer is authorized to process. If the Customer does not hold the necessary authorization for storing or processing personal data, the uploading or transmission of such data to the Company shall be expressly prohibited. Furthermore, the Customer shall be obliged to immediately delete all personal data previously uploaded by it to the Company’s online systems and to terminate the Company’s data processing activities if the Customer’s mandate to process the relevant personal data expires. The Customer undertakes to inform the data subjects at all times about the personal data processing activities performed by the Company on behalf of the Customer.

16. Additional provisions

If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. These Terms and Conditions – if the Parties have any, with the individual agreements – constitute the entire agreement between the Parties and supersede all prior agreements or understandings, whether oral or written.

17. Entry into force

The present terms and conditions of quotation and sale are entered into force on 13^th of March 2026.