General Terms and Conditions

Version 1.0: effective as of 1 June 2023

Please read this agreement carefully.

By paticipating in the Graphisoft Insiders program, you, as the participant, acknowledge and accept the provisions of these General Terms and Conditions (“GTC”).
If you do not accept the provisions of these GTC, you will not be entitled to participate in the Graphisoft Insiders program.

Please be aware that if you participate in the Graphisoft Insiders Program, you are subject to a confidentiality obligation, which is explained in more detail in section 5 and 9.

GENERAL TERMS AND CONDITIONS ON PARTICIPATION IN THE GRAPHISOFT INSIDERS PROGRAM OF GRAPHISOFT SE

Graphisoft SE (Záhony str 7, Budapest 1031, Hungary) hereinafter referred to as Graphisoft invites users in the framework of the Graphisoft Insiders program for testing and obtaining their opinion on usefulness on the development of Graphisoft's products and services during professional consultation sessions.

1. The Participant hereby undertakes, if selected and contacted by Graphisoft for this purpose, to participate in a professional consultation organised by Graphisoft, where the Participant provides Graphisoft with comments on usefulness on the development of Graphisoft's products and services and its planned functionality, and helps the developers present at the consultation with its advice.

2. Testing is carried out online or offline by the Participant.

3. The Consultation will take place at a time agreed in advance between Graphisoft and the Participant.

4. Active participants receive a voucher after a certain number of testing and consultation, which they can use for products and services predefined by Graphisoft.

5. The Participant undertakes to keep business and technological information received from Graphisoft confidential, and to disclose them to third parties only with the prior written consent of Graphisoft. The Participant is fully liable for any breach of confidentiality.

The Participant, subject to the express prior written permission of Graphisoft, may copy or reproduce, or have copied or reproduced, documents or other documentation in paper, electronic or other form, including in particular the information provided by Graphisoft and the computer disks and other data carriers on which it is stored.

The Participant shall promptly report to Graphisoft any conduct or event of which it becomes aware that infringes or may infringe Graphisoft's proprietary rights or other rights or interests in relation to the information provided by Graphisoft to the Participant, and shall cooperate in good faith with Graphisoft in any way in investigating and taking action in relation to any disclosure or exposure, acquisition or use by unauthorized third parties of the information provided to Graphisoft.

The Participant:

1. shall not disclose or disseminate the information received under this agreement in any manner or form, except to its own employees for whom knowledge of the information is reasonably necessary for the performance of this agreement and with whom the Participant has entered into a confidentiality agreement with the same terms as the confidentiality provisions of this agreement;
2. must treat the information received under this agreement with the same care as it would its own confidential information of comparable importance, but in no case with less than reasonable care. The Participant shall be liable for disclosure of the information received under this agreement if it has not exercised such care. The Participant shall bear the burden of proving that it exercised such care; and
3. shall not use the information received under this agreement for its own or for any other purpose without the express prior written consent of Graphisoft, unless otherwise expressly agreed in writing by the Parties.

The obligations under this Clause shall not apply to the information that the Participant proves that such information:

1. was disclosed before the Participant became aware of it, but not as a result of an unlawful act or breach of this agreement by the Participant or a third party;
2. was lawfully in the Participant's possession before it was received from Graphisoft and this fact is proved by the Participant's written records;
3. was received by the Participant from a third party who lawfully obtained the information and who could lawfully provide it to the Participant.

Participant's employees and other performance assistants (hereinafter referred together as: the "Assistants”) shall also comply with their obligations under this Clause and shall indemnify Graphisoft for all damages arising out of or in connection with any breach by the Participant's Assistants of their obligations under this Clause. The parties shall continue to comply with their obligations under this Clause for indefinite period after the termination of their contractual relationship.

6. Ownership of information.

6.1. The Participant acknowledges and agrees that the software provided by Graphisoft to the Participant for the purpose of fulfilling individual orders or any software provided by Graphisoft to the Participant for the purpose of providing the development activity, or otherwise coming into the possession of the Participant during or as a result of its contractual relationship as defined and described in this agreement, all documentation, data carriers, keys, information, including the know-how embodied therein, at all stages of their development, shall be the exclusive property of Graphisoft and the Participant does not acquire any rights by taking possession of them.

6.2. The Participant shall not have the right to transfer, make available, sell, rent or lease to third parties in any form whatsoever, neither parts nor the whole of the material or information provided to it, nor to use the source language list or the know-how in the software in any other way or form.

The Participant shall be entitled to use the works performed by it under this agreement, including the creative elements thereof, solely for reference purposes, for which it shall obtain the prior written consent of Graphisoft.

6.3. The Participant shall be fully liable for any breach of any of its obligations under this Clause and shall also enforce its obligations under this Clause with its employees and shall pay for the damages suffered by Graphisoft, as a result of or in connection with any breach of Participant’s employees’ obligations under this Clause.

The parties’ obligations under this Clause shall survive the termination of their contractual relationship.

7. Return of the information.

The Participant undertakes that in the event of termination of this agreement for any reason, but no later than after the fulfilment of the development activity or otherwise at the written request of Graphisoft, it shall immediately and completely return all data carrier, keys, information, documentation, programs, source language lists, development tools, computer tools and all records received from Graphisoft, or destruct them at Graphisoft's request.

Upon termination of this agreement, the parties shall jointly record the return of any documentation placed at the Participant's disposal by Graphisoft, and upon signature of the record, Graphisoft shall consider all documentation delivered by it to the Participant as returned. The Participant shall promptly notify Graphisoft if it becomes aware of any loss, damage or unlawful access by third parties to any data carrier, key, information, documentation, program, source language list, development tool, computer tool or other item of computer equipment in the possession of the Participant under this agreement.

8. Data processing

8.1. Parties state that during the conclusion and the performance of the present agreement they make available to each other in the case of private individual: name, address, e-mail address, telephone number, billing data, bank account data; in the case of legal entity: name, e-mail address, telephone number, position of the representative, and personal data of the contact person (name, e-mail address, telephone number, position), if necessary. Parties are aware that according to the effective legal regulations providing of the above personal data constitutes as data processing, during which data processing the party receiving the data shall be the “data controller” and the person whose data is provided shall be “data subject”. The data controller shall process the personal data of the data subject indicated in this agreement on the legal ground to perform the agreement, fulfill the contractual purpose and keep business relationship.

8.2. The Parties undertake that if the person indicated in the agreement as a contact person is not a representative of the party providing the data, then the contracting party providing the data shall inform the data subject about the data processing.

The party providing the data warrants and shall be fully responsible for having an adequate legal basis for providing the data subject's data to the other party in this agreement. The party who is obliged to inform the data subject and who has not ensured the lawfulness of his or her processing shall bear the damage resulting from the lack of adequate information and the unlawfulness of the processing.

8.3. The Parties undertake that if the contact person or his or her personal data changes, the other party shall be notified immediately. Incorrect or altered data will be deleted immediately.

8.4. Recipients of the Personal data are the employees and data processors of the parties fulfilling tasks connecting to the agreement.

8.5. Period of personal data storage: personal data necessary for proof of fulfillment is 5 years from the termination of the agreement or the date of termination of representation of the relevant person, 8 years in the cases prescribed by accounting law, otherwise personal data shall be deleted immediately after termination of the agreement or the date of termination of representation of the relevant person.

8.6. Personal data may be transferred for processing for tax, accounting or other legal obligations to the accounting office appointed by the parties, to the Hungarian Postal Service or the appointed courier service for postal delivery, and to the competent authority in case of a request by a public authority.

8.7. The Parties undertake that they shall process the personal data in a manner that ensures appropriate security and confidentiality of the personal data, including for preventing unauthorized access to or use of personal data and the equipment used for the processing.

8.8. information on the rights of the data subjects and the data processors can be found in the Personal Data Protection Policy/Privacy notice available on the parties' websites.

9. Confidentiality

9.1. The Parties are obliged to keep as trade secrets any information they have learned or come into possession of concerning each other's matters, as well as any facts and data of which they have become aware in the course of this agreement or its performance.

The Parties undertake to treat all rights, information, facts, circumstances, data, documents, intellectual works, designs, technologies, used solutions, know-how, software, which come to their knowledge or possession in connection with this Agreement and its performance, and which relate to the other Party, or which are owned by or belong to the other Party, as trade secrets, confidential and secret, and shall not use or disclose to any third party, in the course of their activities, the trade secrets of the other Party for their own benefit or for the benefit of any third party.

The Parties shall keep each other's trade secrets in such a way that no unauthorized third party may become aware of them. The Parties shall also refrain from any conduct which would prejudice or jeopardise the legitimate interests of the other Party.

9.2. Subject to Clause 9.1 above, the Participant shall not disclose or make available, directly or indirectly, any information concerning the operations, bank accounts, financial situation, prices charged, labor rates, economic performance, plans, business scope, business partners, suppliers, solutions, applications, etc. of Graphisoft or any other entity within its business or any other trade secrets. Graphisoft shall also be subject of the same obligation in relation to the Participant.

9.3. The Parties shall be obliged to destruct or return to the entitled Party any documents and data carriers containing the trade secrets of the other Party, in accordance with the instructions of the entitled Party, if the entitled Party requests the obliged Party to do so or if they are no longer necessary for the performance of this agreement.

9.4. For the avoidance of doubt, the Parties agree that nothing in Clauses 9.1 or 9.3 above shall be construed to limit Graphisoft's exercise of its rights to use under this agreement. Accordingly, Graphisoft shall not be under any obligation of confidentiality or under Clause 9.3 above, in particular in relation to its rights to use according to this agreement and in relation to any notifications, facts, data, information, rights, circumstances, documents, intellectual works, designs, technologies, applied solutions, know-how or the works.

9.5. The obligations under this Clause 9 shall survive termination of this agreement for any reason and shall continue to be binding upon the Parties without limitation, and the Party in breach of any provision of this Clause 9 shall be liable without limitation to the non-breaching Party.

10. In matters not covered by this agreement, the laws of Hungary in force at any time, and in particular the Act V of 2013 on the Civil Code and other related laws shall prevail.

The parties agree to consult each other in good faith in the event of any dispute. If no agreement can be reached, in the event of any dispute arising from or in connection with the present agreement, the parties agree to submit the matter to the exclusive and final decision of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest). The Arbitration Court proceeds in accordance with its own Rules of Proceedings (supplemented with the provisions of the Sub-Rules of Expedited Proceedings). The seat of the Arbitration Court shall be in Budapest and the language to be used in the arbitral proceedings shall be Hungarian. The parties exclude the possibility of the retrial of the proceedings as regulated in Section IX of Act no. LX of 2017 on Arbitration.