of the Lease Agreement
The Parties agree that the capitalized terms used in this Agreement will have the meaning ascribed to them below, unless otherwise indicated by the context:
EMS Employees – Means the personnel (employees or agents) of EMS or of Euro Mini Storage Management Kft. (a company having its registered office at H-1097 Budapest, Gyáli út 50., registered with the Court of Registration under no. 01-09-922020);
Office – Means the department of EMS whose responsibility is to manage the EMS Compound and ensure client service;
Goods – Means any movable goods save for the Forbidden Goods;
Access Card – Means the card that enables the Client to enter the EMS Compound, respectively the Office Access Area and the Client Access Area (in all cases) and the Common Areas (in case the Unit cannot be accessed directly from the Client Access Area);
Rent – Means the amount to be paid monthly by the Client in consideration of the lease of the Unit, whose value is specified in Section C of the Agreement;
EMS Building – Means the building owned by EMS and located at H-1097 Budapest, Gyáli út 50. and comprising various spaces such as the spaces intended for lease, the Common Areas, the Office Area, the EMS store, etc;
EMS Compound – Means the premises consisting of the EMS Building, the Office Access Area and the Client Access Area;
General Conditions – Means the part of the Agreement providing for the general terms and conditions that apply to the lease of the Unit;
Agreement – Means the agreement pertaining to the lease of the Unit, including the General Conditions and the schedules;
Client Identification Data – Means the data specified in Section A of the Agreement or comprised in schedule 1 for the purpose of identifying the Client (including data related to the Client’s representatives, if applicable);
Term of Lease – Means the period during which the Lease is in force;
Security Deposit (caution-money, bailment) – Means the money transferred by the Client to EMS as a guarantee for payment of the amounts which might be due by the Client to EMS under the Agreement;
Major Infringement – Means a significant infringement of the Agreement, as indicated in the General Conditions;
Lease – Means the Client’s right to use the Unit (including the right to enter the EMS Compound and to benefit from the Services rendition), according to the Agreement, and the related obligations of EMS to grant such use (and allow such access and ensure the rendition of the Services);
Price List – Means the EMS document specifying the list of Additional Services (and eventually of Products), their tariffs and specific conditions for their performance (or sale), as this list might be modified or updated periodically by EMS;
Forbidden Goods – Means goods whose storage in the Unit is forbidden, as listed in the General Conditions;
Night Access Hours – Means the time during which the access to the Unit is conditioned by payment by the Client of the Night Access Fee, respectively 23 – 7 Monday to Sunday;
Regular Access Hours – Means the time during which the Unit may be accessed by the Client without paying the Night Access Fee, respectively 7 – 23 Monday to Sunday;
Office Opening Hours – Means the time during which the Office is open to public / clients, respectively 9 – 18 Monday to Friday, 10 – 14 Saturday, Sunday: closed
Authorized Persons – Means the persons registered with EMS by the Client as persons whom the Client wishes to allow acces into the Unit;
Service Charge – Means the amount to be paid monthly by the Client to the in consideration of the Services’ performance, whose value is specified in Section C of the Agreement;
Products – Means the products that can be bought from EMS (generally made available in the store organized in the EMS Building);
Purpose of Lease – Means the purpose for which the Client may use the Unit, as defined in the General Conditions;
Services – Means the services needed to ensure the appropriate use of the Unit and of the EMS Compound, including provision of utilities, maintenance, repair and cleaning services;
Additional Services – Means the services that may be performed by EMS based on the Client’s request and on Client’s acceptance of the Price List’s provisions; such services may include (but are not limited to): receiving shipments on behalf of the Client, arranging the shipment of goods at the Client’s request, goods transportation services, renting equipments, goods maneuvering;
Common Areas – Means the spaces intended for the general and common access of the clients and of the public inside the EMS Building, including passageways, elevators, toilets, and generally spaces that allow access to the units which may not by accessed directly from the Client Access Area, and excluding the units (or other spaces to be leased), the Office Area, or other zones with restricted access (as indicated in the EMS Building);
Office Access Area – Means the enclosed space (in the courtyard) adjoining the EMS building, through which the clients and the public may access the Office Area, by foot or by vehicle;
Client Access Area – Means the enclosed space (in the courtyard) adjoining the EMS Building, through which the clients access the spaces leased in the EMS Building;
Night Access Fee – Means the amount that the Client must pay monthly in order to benefit from access to the Unit during the Night Access Hours;
Unit – Means the space that is leased by the Client from EMS according to the Agreement, as described in Section C of the Agreement;
Office Area – Means the space within the EMS building which is used as offices for the EMS Employees.
NBH – Means the National Bank of Hungary
VAT – Means value added tax payable under Act CXXVII of 2007 on Value Added Tax
2 Object of the Agreement
2.1 In exchange of the Rent and the Service Charge, EMS leases the Unit to the Client, and the Client leases the Unit from EMS.
2.2 Additionally, based on the Client’s request EMS will render Additional Services and will sell Products to the Client, according to the provisions of the applicable Price List.
3 Interdiction of Sublease and Assignment
3.1 The Client may not sublease the Unit or assign the Agreement, without the prior written and express consent of EMS.
4 Purpose of Lease
4.1 The Purpose of Lease is the storage by the Client in the Unit of Goods which are the property of the Client.
4.2 The Client understands and agrees that:
i the Agreement was concluded by the Parties in consideration of such specific Purpose of Lease;
ii the Purpose of Lease cannot be modified without the express, prior and written consent of EMS;
iii failure to observe the Purpose of Lease represents a Major Infringement, irrespectively of the duration and type of such infringement.
5 Forbidden Goods
5.1 The Client shall not store into the Unit any Forbidden Goods, respectively:
i toxic, flammable (such as gas, paint, petrol, oil or cleaning solvents) substances;
iv corrosive or caustic substances which may affect the skin or other materials;
v substances which are dangerous to the environment;
vi chemicals, radioactive materials, biological agents;
vii combustible, petroleum products;
viii trash, waste materials of any kind, perishable materials;
ix asbestos or materials which contain asbestos;
x compressed gases or vessels for compressed gases;
xi any item which emits any vapor, gas, smoke, smell or noise;
xii plants (live or dead), live or dead animals (including birds);
xiii food of any kind (including animal food);
xiv explosives, ammunition or weapons, or components thereof;
xv organs of animal or human origin;
xvi live or viable substances (such as cell cultures);
xvii fur, works of art, collector’ s items, irreplaceable objects;
xviii objects having a special or emotional value for the Client;
xix money (bills / coins) or securities;
xx wrecked vehicles or which are not in a state according to the technical requirements;
xxi any illegal substances (such as drugs), goods illegally obtained or whose possession is illegal;
xxii dangerous substances, respectively any substance regulated by Hungarian laws pertaining to dangerous substances, particularly the laws transposing the European regulations in this field (currently the Council Directive 67/548/EEC of 27 June 1967 on the approximation of laws, regulations and administrative provisions relating to the classification, packaging and labeling of dangerous substances);
xxiii any goods whose presence, storage or use is subject to specific regulations;
xxiv goods which does not belong to the Client;
xxv any item (or group of items) whose weight exceeds the maximum load capacity in the Unit, respectively 400 kg/mp; in case the type of Unit is “locker” (unit whose doors are of approximate 1 meter height) the maximum load capacity is 200 kg/mp.
5.2 Storage into the Unit of any Forbidden Good represents a Major Infringement, irrespectively of the duration of storage, EMS being entitled in this case to apply also a penalty of Euro 250 (two-hundred-fifty), VAT exclusive on each such occasion, apart from the right to terminate the Lease.
5.3 In case EMS has reasons to believe that a Forbidden Good is stored in the Unit, the Client agrees that EMS may – immediately and without any other consent of the Client – remove the lock, enter the Unit and dispose of any such Forbidden Good (or hand it over to the authorities, if required by the law, or take any other measure that EMS may consider necessary given the nature of the Forbidden Good), on the Client’s expense.
5.4 In case EMS considers that the Forbidden Good poses no immediate danger to the Unit, to the EMS Compound or the EMS’s business or reputation, EMS may ask the Client to remove it from the Unit and the EMS Compound. In this case the Client’s access to the Unit may be restricted by EMS until the Forbidden Good is removed. In order to remove the Forbidden Good, the Client will require the assistance during the Office Opening Hours of an EMS Employee, who will allow the Client the access into the Unit and acknowledge the removal of the Forbidden Good by the Client. Client’s failure for any reason to remove the Forbidden Goods from the EMS Compound within 7 (seven) days as of the EMS related request’s receipt entitles EMS to dispose of the Forbidden Good (or to take any other measure that EMS may consider necessary given the nature of the Forbidden Good), on the Client’s expense, apart from the right to terminate the Lease.
5.5 In all cases when the Forbidden Good is not removed from the EMS Compound immediately either by EMS or by the Client (as per section 5.4 above) the Rent /Service Charge will be increased by 2 (two) times starting the day on which the Forbidden Good is discovered by EMS and until the day the Forbidden Good is removed from the EMS Compound by either EMS or the Client. The Client also agrees that in all cases when EMS considers it necessary, EMS may store the Forbidden Good in another unit or space and charge the Client the applicable rent and the service charge for such unit or space, multiplied by 2 (two), starting the day the Forbidden Good are stored in another unit or space and until the day the Forbidden Good is removed from the EMS Compound by either EMS or the Client. The provisions of this section 5.5 do not prejudice the Client’s obligation to continue paying the Rent / Service’s charge for the Unit.
5.6 In all cases listed above the Client agrees that EMS will not be liable for any loss suffered by the Client as a result of removing the lock, entering into the Unit and disposing of the Forbidden Goods (or taking any other measure that EMS may consider necessary given the nature of the Forbidden Good).
5.7 5.7 EMS will not be liable for any loss suffered by the Client, by other EMS clients or other persons as a result of the Client’s failure to comply with the provisions of this section 5, and the Client shall indemnify EMS, the other EMS clients or other persons for any losses suffered as a result of storing Forbidden Goods in the Unit (or any other form of non-compliance with the provisions of this section 5).
6 Duration of Lease and of Agreement
6.1 The Agreement enters into force on the Commencement Date, the Rent and the Service Charge being payable by the Client starting such date.
6.2 The Lease will start when all conditions mentioned in section 7.1 below are met.
6.3 The Lease will terminate based on a termination notice served by either Party on the other Party according to section 6.4. (if not terminated earlier in accordance with section 31 below).
6.4 The Lease may be terminated by either Party by a termination notice irrespectively of the other Party’s fault. Should the termination notice be received by the recipient Party not later that the 15th day of the month, then the Lease will terminate on the last day of that month, 18 CET. Should the termination notice be received by the recipient Party after the 15th day of the month, the Lease will terminate on the last day of the following month, 18 CET.
6.5 The Client may use the termination wording attached in schedule 2 to the Agreement, and deliver it personally or in other manner according to the Agreement (section 32).
6.6 Irrespective of the termination of the lease, the Parties shall – by duly considering the provisions of Article 31.2 perform any and all of their obligations specified in the Agreement.
7 Conditions for Delivery of Unit
7.1 Notwithstanding the fact that the Agreement takes effect on the Commencement Date shown hereinabove, the Client will be delivered the Access Card and will have access to the Unit after the payment of both (i) the Rent and Service Charge payable at the conclusion of the Agreement as per section 14.4 below and (ii) the Security Deposit.
7.2 If the Rent payable at the conclusion of the Agreement or the Security Deposit are not paid by the Client at the moment of signing the Agreement, the Client declares that it has sufficient time to credit the EMS account with the said amounts before the Commencement Date, and that it has opted for the Commencement Date knowing the consequences of not making the payment in due time.
8 Delivery of the Unit
8.1 The Client declares that prior to executing the Agreement it has carefully inspected the Unit, and confirms that the Unit is empty, clean, presents no leakages, wet areas, smells, stains or mould, flaws or other visible defects, and that the Unit corresponds to the purpose for which the Client has concluded the Agreement, including in respect of size – unless statement is made by the Client in the column “Remarks” of the Record prepared on Delivery of the Depository. In this respect, the Client understands that:
(i) the Rent and Service Charge are established per Unit chosen by the Client and not per square meter or cubic meter;(ii) EMS bears no responsibility related to any potential difference between the actual size and the approximate size indicated in Section C of the Agreement, and:
(iii) no reduction of Rent or Service Charge or other compensation or privileges may be demanded as a result of such difference.
8.2 The hand over of the Unit by EMS to the Client will only be made based on a delivery protocol, in a form agreed by EMS, signed by both the Client and EMS (the “Unit Delivery Protocol”). Given after the moment of signing the Unit Delivery Protocol the Client will enjoy exclusive access to the Unit for the duration of the Lease and has the right to block access to the Unit by installing one lock, EMS is not responsible for the consequences of the Client’s failure (for any reason) to bring an appropriate lock or to the block access to the Unit by installing the lock, which consequences may include changes in the Unit’s initial condition.
8.3 Client’s refusal or delay to sign the Unit Delivery Protocol will not prejudice the EMS’ s right to collect the Rent and the Service Charge starting the Commencement Date.
9 Access Cards
9.1 After fulfilling both conditions specified in section 7.1 above the Client will be given by EMS 1 (one) Access Card, whose price is included in the first payment of the Rent.
9.2 The Client may require EMS to issue additional Access Cards. Holding more than one Access Card is allowed only against a HUF 1600 plus VAT (in words one thousand six hundred HUF plus VAT) monthly fee.
9.3 Reactivation of an Access Card (for cases where the Access Card is blocked/deactivated by EMS for any reason according to the Agreement) will be charged Euro 25 (twenty-five), VAT exclusive. EMS will charge the Client Euro 50 (fifty), VAT exclusive, for each of (i) issuance of each additional Access Card, (ii) replacement of any Access Card, (iii) every Access Card which is not returned immediately by the Client to EMS after termination of Lease, (iv) any Access Card which becomes unfunctional due to Client’s fault.
9.4 Access Card replacement or reactivation requests will be processed by the EMS personnel only during the Office Opening Hours, and the Client understands that EMS is not liable for any loss suffered by the Client as an effect of such rule, which might result in the Client being unable to access the Unit until the opening of the Office.
9.5 The Client is responsible for preserving the Access Card. In case of loss or theft of an Access Card, the Client must inform EMS immediately of such circumstance.
9.6 EMS will not be liable for any loss suffered by the Client, by other EMS clients or other persons as a result of the Client’s failure by any reason to notify the theft or loss of an Access Card.
9.7 The Client will refund EMS, the other EMS clients or other persons:
(i) for losses suffered as a result of the Client’s failure by any reason to notify the theft or loss of an Access Card;
(ii) for any loss suffered before the Client notified EMS of theft or loss of an Access Card;
(iii) for any loss occurred after the Client notifies EMS of theft or loss of an Access Card but before EMS may reasonably take the necessary measures in order to prevent unauthorized access to the EMS Compound based on the stolen or lost Access Card. The Client understands and agrees that EMS is obliged to invalidate (lost or stolen) Access Cards only during the Office Opening Hours, as soon as EMS receives the Client’s request.
9.8 The Client must not deliver an Access Card to persons which are not registered by EMS as Authorized Persons. In case the Client infringes such rule, EMS will not be liable for any loss suffered by the Client, by other EMS clients or other persons as a result of such breach of contract and the Client will indemnify EMS, other EMS clients and other persons for losses suffered as a result of such infringement.
9.9 All Access Cards constitute de property of EMS and must be returned by the Client to EMS immediately after the termination of the Lease.
9.10 The Client will exercise care when using the Access Card readers at the entrance, exit or inside the EMS Compound, particularly when accessing the EMS Compound by vehicle.
9.11 The Client will pay to EMS the cost of repair or replacement (and any other cost incurred or amount equivalent to a loss suffered by EMS) in case of any damage caused to any of the EMS Access Cards readers (at the entrance / exit or inside the EMS Compound) by the Client, Authorized Persons, persons for which the Client is legally liable or persons whose presence in the EMS Compound was enabled or requested by the Client (such as persons driving vehicles which caused the damage or defect).
10 Access Rules
10.1 During the Office Opening Hours access to the Office Access Area is possible without using the Access Card. Access to the Client Access Area and to the EMS Building (including to certain spaces inside the EMS Building) is at all times conditioned by the use of an activated Access Card.
10.2 The Client may access the EMS Compound and the Unit during the Night Access Hours provided it opts for such access and as long as it pays the Night Access Fee, in value of HUF 5000 net (in words HUF five thousand net) per month.. EMS has the right to discontinue the access during the Night Access Hours, at its own discretion. The Client will not access the Unit during the Night Access Hours unless the Night Access Fee was paid for the moment of access.
10.3 Immediately After receiving the first Access Card the Client may block the access to the Unit by installing a single lock.
10.4 EMS is not liable for any loss suffered by the Client as a result of:
(i) the Client not blocking the access to the Unit by using a lock;
(ii) the Client loosing or being stolen the key to the lock;
(iii) the Client delivering the key to the lock to another person (including Authorized Persons or EMS Employees);
(iv) key duplication by the Client, Authorized Persons or any other person;
(v) access into the Unit of any person which does not act under the instructions of EMS.
10.5 The Client understands that EMS is not liable for unauthorized use of the key or unauthorized access into the Unit including in case an Access Card is stolen or lost (irrespectively of the fact that the unauthorized use of the key or unauthorized access into the Unit occurs before or after the Client notifies to EMS the loss or theft of an Access Card).
10.6 In the event the Client loses all keys to its lock, it may ask EMS to remove the lock (at the tariffs specified in the applicable Price List) using special pliers, based on a written request and only in the presence of the Client.
10.7 Should the Client install more than one lock, EMS is entitled to block the access of the Client to the Unit by installing another lock (without removing the existing locks) until the Client removes the extra-lock(s) installed.
10.8 In all cases the access / exit (by foot or by vehicle) into/from the Client Access Area will be made one-way by entering only from the [*] and exiting only using the gate at the [*].
10.9 The speed limit inside the EMS Compound is 10 km/hour.
10.10 For the purpose of loading or unloading goods in/ from the Unit, the Client may park its vehicle in the parking spaces within the EMS Compound, for (i) a maximum continuous period of 120 minutes per day or (ii) a maximum aggregate period of 240 minutes per day. For longer periods the Client must park outside the EMS Compound. Motor vehicles must not be in operation during their presence in the Exterior Access Area, save for reasonable maneuvers for access and exit.
10.11 In case the Client breaches the provisions regarding parking inside the EMS Compound, the Client authorizes EMS to have the vehicle lifted / removed from the EMS Compound by a specialized company, on the Client’s expense.
10.12 Inside the EMS Compound there will be help points, available 24 hours per day, 7 days per week. In case it has any query related to the EMS Compound’s operation the Client may push the button at the help point and communicate the query to the person who will respond.
10.13 The Client acknowledges that the Office Opening Hours may be changed by EMS without sending any notice to the Client, by posting the new schedule at the entrance to the Office Area with the proviso, that this shall not be seriously detrimental to the reasonable interests of the Client.
11 Rules of Use
11.1 The Client shall bring into the Unit only Goods which may be stored safely in the temperatures of the Unit, which may not be deteriorated as a result of temperature in the Unit, and which may not become Forbidden Goods as result of the temperature inside the Unit.
11.2 No electrical appliances may be connected in the EMS Compound, including the Unit and any of the hallways inside the EMS Building, without the prior written consent of EMS. The Client may not leave electrical appliances operating during its absence.
11.3 The Client must remove on its own cost the waste from the Unit and keep the Unit perfectly clean. The Client is responsible for the tidiness of the Unit.
11.4 The Client will not leave any waste inside the EMS Compound. In case it breaches such rule, the Client will pay to EMS any expense of EMS related to cleaning / transport of waste.
11.5 The Client shall not:
(i) use the Unit or do anything in the EMS Compound which may disturb the EMS personnel, EMS contractors, other clients or any person in the EMS Compound;
(ii) do anything which may negatively affect the EMS right under its EMS Compound insurance or increase the premiums payable on them;
(iii) use the Unit as offices or living accommodation or as a home or business address. In addition, in lack of an Agreement made with EMS to the contrary, it shall not arrange for having the Unit registered as its seat, place of business or subsidiary;
(iv) use the address of the EMS Compound or of the Unit as address for receiving or sending correspondence, unless agreed in advance in written by EMS;
(v) apply any kind of substance inside the Unit or the EMS Compound or do any mechanical work of any kind in the Unit or the EMS Compound;(vi) attach anything to the internal or external surfaces of the Unit or EMS Compound or make any alteration to the Unit or the EMS Compound;
(vii) allow any liquid, substance, smell or vapors to escape from the Unit or any noise to be audible or vibration to be felt outside the Unit;
(viii) cause any damage to (a) the Unit or (b) any other part of the EMS Compound, including equipments or devices such as the Access Card readers (c) the property of EMS or any other goods or persons inside the EMS Compound;
(ix) apart from storing Goods in the Unit, leave anything in or cause any obstruction or undue hindrance in any passageway, stairway, elevator, or other part of the EMS Compound;
(x) fail to exercise courtesy to others persons inside the EMS Compound and reasonable care for its own safety and that of others inside the EMS Compound.
(xi) connect the Unit to utilities.
11.6 The Client shall not leave any Goods outside the Unit. EMS will not be responsible for any Good left by the Client outside the Unit and is not obliged to monitor the status of such Goods.
11.7 If any Goods are found by EMS inside the EMS Compound (but outside the Unit), EMS will be entitled to:
(i) store such Goods in another space, and charge the Client the rent plus service charge corresponding to the space needed for the storage of such Goods, and
(ii) if the Client does not pay such amounts, for purpose of recovering them apply section 29 of the Agreement in respect of such Goods left outside the Unit or in respect of all Client’s Goods inside the Unit.
11.8 The Client understands that inside the EMS Building smoking is strictly forbidden.
12 Return of Unit
12.1 At termination of Lease by any reason the Client will remove the lock and will return the Unit to EMS perfectly clean and empty, in the condition it was received at delivery, except for normal wear and tear. In case the Client does not fulfill this obligation, the Client will pay to EMS all cost related to cleaning, transportation of waste and repair works.
12.2 In case the Client does not remove from the EMS Compound at termination of Lease all the Goods, EMS will be entitled to apply provisions of section 27 and 29 below.
13 Authorized Persons. Identification
13.1 By signing the Authorized Persons form provided by EMS, the Client may indicate to EMS the identity of the persons which the Client intends to allow access into the Unit.
13.2 The Client undertakes to ask registration as Authorized Persons only for persons who informed the Client that they consented to the processing of their personal data by EMS according to section 35 of the Agreement. The Client shall be liable vis-á-vis EMS for any prejudice suffered by EMS as a result of the Client breaching this obligation.
13.3 In case the Client is a legal person, the only natural person who has the right to access the Unit is the person that signed the Agreement on behalf of the Client. If the Client wants to allow access to other persons into the Unit or the EMS Compound, the Authorized Person form must be signed by the Client in respect of each such person.
13.4 The Client may notify EMS on its intention to withdraw access to certain Authorized Persons, the withdrawal taking effect during the Office Opening Hours as soon as EMS receives the Client’s related notice. Failure by the Client to perform its obligation of notification will not result in any liability of EMS for any loss suffered by the Client in this connection.
13.5 EMS has the right (but not the obligation) to ask the Client or Authorized Persons to provide evidence of their identity (identity card), and the right (but not the obligation) to refuse access or presence in the EMS Compound of any persons which are not able to prove that they are either the Client or the Authorized Persons, irrespectively of the Client or Authorized Persons being into the possession of an Access Card.
13.6 The Client must ensure that the Authorized Persons read and understand the Agreement before their first access into the EMS Compound. The Client agrees and consents that it is fully liable for the Agreement’s observance by the Authorized Persons and that it is jointly liable with any Authorized Person for any breach of the Agreement by the respective Authorized Person.
13.7 All cases of termination of the Lease or limitation of use of the Unit in respect of the Client will have effect also on the Authorized Persons, and any breach of the Agreement by the Authorized Persons will be considered a breach of the Agreement by the Client.
13.8 Only the Client has the right to request EMS to provide, replace, block / deactivate or reactivate an Access Card.
14 Rent. Service Charge
14.1 In consideration of the Lease and of the Service’s rendition the Client shall pay to EMS the Rent and the Service Charge.
14.2 The Client will owe and pay to EMS the Rent and the Service Charge for the entire Term of Lease, irrespectively of the fact that the Client uses or does not use the Unit during the Term of Lease or during certain periods of Term of Lease. EMS will not reimburse to the Client amounts of any type paid in advance by the Client in consideration of periods when the Lease is in force, notwithstanding the fact that the Client decides not to use the Unit during such periods.
14.3 The Rent and the Service Charge will be due for full calendar months (each started Lease month will be considered and charged as a full month for the purpose of calculating the Rent and the Service Charge) and paid by the Client in advance for each month, not later than the 5th day of the month for which the Rent and the Service Charge are due – because of the uniform nature of the invoicing system at EMS. In the event of default payment by the Client exceeding 30 days, EMS shall have the power to issue its invoice on the Rent and Sercie Charges first upon simultaneous performance of payment by the Client.
14.4 By way of exception, the Rent and the Service Charge payable at the conclusion of the Agreement will consist of:
(i) the Rent and the Service Charge for the month in which the Commencement Date falls (the first month); if the Commencement Date is not the first day of the first month, then the Rent will be calculated proportionally with the actual number of days between the Commencement Date and the end of the first month (each such day will be charged [Rent + Service Charge] divided by 30) ; plus
(ii) the Rent for the month following the month in which the Commencement Date falls.
EMS issues free of charge the invoices regarding the Rent and the Service Charge, generally at least 10 (ten) days before the due date of the payment. Should the Client do not receive the invoice at least 7 (seven) days before the due date, it is obliged to report this fact to EMS. Not receiving the invoice on time does not relieve the Client from its obligation to make the full payment not later than the due date, considering the fact that the present Agreement represents a sufficient basis for the payment and that the relevant exchange rate may be communicated by EMS to the Client immediately on request via telephone or fax (in case the Client applies an NBH exchange rate applicable on a different day from that in which EMS issued the invoice, the negative or positive difference will be reflected in the next invoice).
14.5 Without prejudice to the Client’s right to terminate the Lease according to section 6.4 of the Agreement, the level of the Rent / Service Charge will remain unchanged for a period of 3 (three) months following the execution of the Agreement, following which EMS may change it by sending a related notice or by including in the invoice a mention as to the change in the level of Rent / Service Charge. The notification on the amendment of the Rent and the Service Charges shall be sent by EMS to the Client (i) as registered mail sent to the address of the seat, place of business or subsidiary of the Client, or (ii) to the E-mail address of the Client specified in Artile ‘A’ of the Agreement, and recorded on its company file along with the electronic signature.
14.6 The amendment of the Rent / Service Charge will become effective always on a first day of a month (the “Application Date”), respectively on the first date of the month that follows the date of the notice or invoice’s receipt by the Client, but not sooner than 30 days as of the receipt date. (example: if notice or invoice is received on July 1st, the Application Date is August 1st, but if received on July 2 the Application Date is September 1st), unless EMS receives before the Application Date the Client’s notice on termination of the Lease, as per section 6.5 of the Agreement (in which case the Rent and the Service Charge will remain unchanged until the end of the Lease).
14.7 Failure by the Client to make the payment of the Rent / Service Charge in full on of before the due date constitutes a Major Infringement.
14.8 The Rent and the Service Charge will be due by the Client for all periods during the Term of Lease when Client’s access to the Unit or to the EMS Compound is restricted or limited by EMS according to the Agreement.
14.9 The provisions of sections 14.3 – 14.4 above will apply also to the Night Access Fee (if the Client opts for access to Unit during the Night Access Hours), and to the fee for holding more than one Access Card.
14.10 The Rent, the Service Charge and any other amount due under the Agreement are determined without taxes and will be increased by VAT (in an amount valid as of the date of invoicing). EMS declares that it is a registered VAT payer and opted to apply VAT on renting real property.
15 Payment Procedure. Contract Number Requirement.
15.1 In respect of all payments made under the Agreement, the Client undertakes to specify in the payment documents (such as payment orders) the Contract Number, as such number is mentioned in the Agreement, and understands that in case of failure to make such mention the payment may not be registered and considered as not made, with all related consequences.
15.2 The Rent and the Service Charge (and any other) payments under this Agreement shall be made in HUF as defined in Section C of the Agreement.
15.3 The payment of any amount due under the Agreement will be considered effected on the date on which the account of the receiving Party is credited. The Client must ensure that it orders and effects the payment so that EMS’s account is credited not later than the due date.
15.4 If the Client makes a payment which is more than the outstanding amount, EMS is authorized to use the difference to cover future payments. If the Client requests refunding of such sum, EMS will return the overpayment within 20 (twenty) days as of the date of receiving the request, less the commissions / costs implied by the bank transfer (or by other method of payment requested by the Client and agreed by EMS).
15.5 For the purpose of making all payments due by the Client under the Agreement, the Client may inform EMS that it wishes to use the direct debit procedure, following which EMS will inform the Client about the procedures needed in order to implement such method of payment. In this case the Client will be responsible (i) for making the payments in due time before the direct debit procedure is implemented and functional, (ii) for making the payments in due time when for any reason the direct debit method is not functional or is suspended, and (iii) for ensuring that during the validity of the direct debit mandate there are enough funds in the Client’s account so as to allow the credit institution to credit the EMS account with full payments and in due time according to the Agreement.
16 Penalties For Delay. Due Dates
16.1 In case the Client fails to pay on or before its due date any amount due under the Agreement, the Client will owe to EMS a penalty of 0.15% per day of delay applied to the outstanding amount.
16.2 The value of the penalties may exceed the value of the debt to which they are applied.
16.3 Due Dates: Unless specified to the contrary in the Agreement (as in case of Rent and Service Charge) or in the Price List, any amount due by the Client under the Agreement will become outstanding after seven (seven) days following the receipt by the Client of the first EMS notice asking the payment to be made.
17 Other Administrative Costs
17.1 In addition to the Rent and the Service Charge, the Client will pay to EMS any costs incurred by EMS as a result of the Client’s inappropriate fulfillment or non-fulfillment of its contractual obligations, such as costs related to registered mail, phone calls to remind necessity of making outstanding payments, etc. If, the relevant statutory conditions are given, EMS may in this respect apply the provisions specified in Article (2) of § 6:155 of Ptk (the Civil Code).
18 Security Deposit (CAUTION MONEY, BAILMENT)
18.1 The Security Deposit will be retained by EMS during the duration of the Lease and the Client agrees that it may be used by EMS without prior notification to the Client in order to cover any debt of the Client towards EMS under the Agreement, irrespectively of the type or source of such debt, such as unpaid Rent or Service Charge, penalties, debts arisen as a result of repairs needed due to the Client’s fault, etc.
18.2 The Security Deposit will accrue no interest.
18.3 Simultaneously with the modification of the Rent / Service Charge as per section 14.6 EMS is entitled to increase the amount of the Security Deposit as well. The Client’s failure to supplement the Security Deposit within 7 days as of the receipt of EMS related notice is considered as a Major Infringement.
18.4 EMS will notify the Client on any enforcement of the Security Deposit (total or partial) which was made in order to cover Client’s debs under the Agreement. If the Lease was not terminated by the time of EMS’ enforcement of the Security Deposit, the Client will transfer to EMS the amount of the Security Deposit which was used by EMS, so that the value of the Security Deposit reaches the value it had before enforcement. The Client’s failure by any reason to make such payment within 7 days as of the EMS notice’ receipt regarding the enforcement of the Security Deposit constitutes a Major Infringement.
18.5 After the end of the Lease EMS will return to the Client the Security Deposit, not later that the 14th day of the month following the month in which the Lease ended, to the extent it was not enforced already and after deducting the amounts necessary to ensure that all Client’s debts under the Agreement are completely paid. The transfer of the Security Deposit will be made into the account indicated by the Client in Section A of the Agreement or subsequently communicated to EMS. Should the transfer to the Client’s account not be possible due to reasons which are not imputable to EMS (such as: wrong account data, account which was closed, etc.) EMS will inform the Client in any of the manners as set forth in section 32 and hold the Security Deposit (maintaining availability to reimburse it) for a period of maximum one year after the termination of the Lease, following the expiry of which the Client’s right to claim the the Security Deposit shall lapse and may no longer be exercised or enforced.
19 LIMITATION OF USE
19.1 Should a payment is not made by the Client on or before its due date under the Agreement EMS has the right to immediately block the access of the Client in the EMS Compound (including by invalidating the Access Cards) or / and block the Client’s access to the Unit by installing its own lock to the Unit (without removing the Client’s lock), resp. it may forthwith terminate the Agreement in the event of default in payment exceeding 30 days.
19.2 The Client will be given access to the Unit provided (and on the date) it makes payment in full of all outstanding amounts (including penalties, interests and charges).
19.3 EMS may temporary limit the access of the Client to the Unit or to the EMS Compound if it considers that the safety of the Client of other persons within the EMS Compound, of the security of the Goods or any other goods inside the EMS Compound may be put at risk.
19.4 The Client agrees that EMS is not liable for any loss the Client may suffer as a result of the Client not being able to access the Unit in cases and during the periods mentioned in sections 19.1 – 19.3 above, and agrees that for this period it owes the Rent, the Service Charge and the other amounts that may be due under the Agreement (such as the Night Access Fee), as long as the Lease is not terminated. In case the Lease is terminated the provisions of sections 27 and 29 below will apply.
19.5 The provisions of this section 19 do not prejudice the EMS‘right to terminate the Lease as a result of a Major Infringement.
20 Replacement of the Unit
20.1 The Client agrees that EMS will be entitled to replace the Unit by providing to the Client a similar unit in the EMS Compound, in any of the following cases:
(i) Incident or circumstance that in the EMS reasonable opinion requires the Unit or a part of the EMS Compound to be closed;
(ii) If part of the EMS Compound is closed for repairs or redevelopment.
20.2 In such cases the Client will store the Goods in another unit provided by EMS, by a reasonable date specified in the EMS related notice. EMS will provide to the Client appropriate support at the own costs when transporting the Goods to another unit.In case the Client refuses to move its Goods to another unit by the specified deadline, the Client agrees that EMS will be entitled to remove the lock and transport itself the Goods to another unit, on the Client’s expense, and without bearing any liability for any loss that the Client might suffer as a result of such actions (save for losses suffered as a result of gross negligence of misconduct of EMS Employees or contractors)..
20.3 Depending on the case that required the replacement of the Unit, such replacement will be temporary or definitive, as decided by EMS and communicated to the Client.
20.4 For the period the Goods are located in another unit, the Contract will apply to the use of the new unit by the Client in all respects, the same way it applies to the use of the Unit.
20.5 After being informed by EMS on the coordinates of the new Unit, the Client may install its own lock at the new unit. The Client may use the new unit until EMS notifies the Client on the fact that the Unit is available to the Client or that provisions of this section 20 must be applied also in respect of the new unit. Immediately after receipt of such notice the Client will remove the lock from the new unit (and will return the new unit to EMS) and will transport the Goods to the unit indicated by EMS.
21 EMS Access to the Unit during the Lease
21.1 As a general rule EMS will not access the Unit during the Term of Lease. However, in order to perform repair or maintenance works EMS might need to access the Unit, case in which the Client undertakes to provide the access of EMS to the Unit based on the EMS request. In case of refusing EMS’ access to the Unit the Client will bear all the costs incurred by EMS as a result of not having been allowed to perform the repair or maintenance works when it requested.
21.2 Should the repair works require removal of the Goods from the Unit, the provisions of section 20 above will be applicable.
21.3 The Client authorizes EMS to remove the lock and access the Unit immediately and without notifying the Client or obtaining any other Client’s consent, in any of the following cases:
(i) in case urgent repairs or maintenance works are necessary;
(ii) access to the Unit is motivated by a reasonable assumption that (a) Forbidden Goods are located inside the Unit or (b) the Purpose of Lease has been breached, or (c) the Unit has been damaged in any way by the Client.
21.4 The Client understands and agrees that EMS has no liability for losses suffered by the Client as a result of EMS applying the provisions of this section
22 Rights and Obligations of the EMS
22.1 EMS shall ensure that the Client enjoys the peaceful use of the Unit during the Term of Lease, according provisions of the Agreement.
22.2 EMS will not access the Unit during the Term of Lease, unless in cases provided by the Agreement.
22.3 As soon as possible following the receipt of the Client’s request (but during Office Opening Hours) EMS will make sure that the Access Card is blocked, replaced, inactivated or reactivated, as the case may be.
23 Rights and Obligations of the Client
23.1 The Client has the right to use the Unit according to the Purpose of Lease, and benefit from the Services rendition.
23.2 The Client shall pay in full and on or before the due date: the Rent, the Service Charge and other amounts due under the Agreement.
23.3 The Client shall use the Unit in accordance with all rules set forth under the Agreement.
23.4 The Client shall inform immediately EMS of any necessity to perform repair work inside the Unit, necessity that it is or should be reasonably acknowledgeable by the Client, irrespectively of the cause that generated this necessity. The Client will pay to EMS all costs resulting from failure to fulfill this obligation.
23.5 Should the Client cause any damages to the Unit or the EMS Compound, it is obliged to report this fact to EMS without undue delay and indemnify EMS for all related loss (including the cost of repairs). Under no circumstances the Client will perform a repair work without priory obtaining the express written consent of EMS. Violation of this clause by the Client constitutes a Major Infringement.
24 Responsibility of EMS.
24.1 The Client understands and agrees that EMS will not be liable for any damage caused to the Client by:
(i) any other client, third party or person for which EMS is not responsible according to the law;
(ii) any act, negligence or omission by the Client, Authorized Persons or other persons to which the Client gives access to the Unit or enables access in to the EMS Compound;
(iii) cases of Force Majeure;
(iv) acts punished under the criminal law, such as theft or vandalism;
24.2 (v) rightful application of provisions of the Agreement, such as provisions which entitle EMS to (a) block Client’s access to the Unit by installing a lock, or (b) limit Client’s access to the Unit or (c) remove the Client’s lock and access the Unit, or (d) store the Goods in other spaces than the Unit, or (e) access the Unit for the purpose of performing repair works, etc. In case of any event generating a loss for which EMS might be held responsible, the Client undertakes to communicate to EMS the occurrence of such event not later than 48 hours as of the moment it becomes aware of it. EMS will not be responsible for any consequences of the Client’s failure to fulfill this obligation, if as a result of non-fulfillment EMS was not able to limit the size or value of the loss.
The Client understands and agrees that EMS has no control over or neither knowledge of the value or type of the Goods that the Client may at anytime bring in or take out of the Unit, and that under no circumstance EMS’s liability for a damage or for more damages having the same source will not exceed the equivalent of the Rent plus Service Charge (including VAT) of one month that are applicable under the Agreement at the moment when the damage occurred. The Client also confirms that before the execution of the Agreement has been recommended by EMS to conclude an appropriate insurance agreement in respect of the Goods, depending of the Client’s own valuation of its Goods.
25 Responsibility of Client
25.1 The Client undertakes to indemnify EMS for any loss suffered or cost incurred by EMS due to:
(i) the breach of the Contract by the Client, by the Authorized Persons, persons whose access into the EMS Compound is due to or requested by the Client, or persons for which the Client is responsible according to the law;
25.2 (ii) loss or theft of an Access Card, before EMS was notified and had the chance to block such Access Card. The Client’s obligation to perform compensation for damages to EMS under section 25.1 above will comprise (without being limited to): expenses related to cleaning, transportation of waste, repair works, fines paid by EMS to authorities, damages paid by EMS to third parties or other clients, expenses with lawyers, other consultants or assessors, bailiffs, enforcement of the Pledge, auctions, etc.
26 Risks. Responsibility for Goods’ Protection. Temperatures in the Unit
26.1 The Client understands and agrees that:
(i) in its capacity as tenant of the Unit, the Client bears all risks related to the Goods and their storage in the Unit or the EMS Compound (including in cases when the Goods are left outside the Unit by the Client, or when according to the Agreement the Goods are stored in another spaces than the Unit);
(ii) the Services do not include the protection of the Goods or of Unit (respectively EMS does not commit under the Agreement to ensure protection of the Goods) and the Client bears all risks related to the Goods’ protection.
26.2 In respect of the temperatures inside the Unit (irrespectively of the type of Unit) or the EMS Building, the Client understands and agrees that:
(i) such temperature may vary depending on the season and on the weather fluctuations in every season, and also on the quantity and type of Goods stored in the Unit;
(ii) EMS does not commit to ensure or maintain a certain temperature, and is not liable for any damage to the Goods caused as a result of storing them in the temperature of the Unit; however EMS will take all efforts to ensure that the temperature will not drop below 5o Celsius in the Units which do not have direct access from the Client Access Area;
(iii) it is the Client’s duty to inspect the Unit periodically and to make sure that it stores or keeps into the Unit only Goods that may be safely stored in the temperature of the Unit.
26.3 If the access to the Unit is possible directly from the Client Access Area, the Client also acknowledges that there will be no heating system or ventilation in the Unit.
27 Storage of Goods after Termination of Lease. Storage of Goods Outside the Unit.
If despite termination of the Lease Goods continue to be stored in the Unit or in another space of the EMS Compound due to any reason not imputable to EMS (eg. due to the fact that the Client’s debts under the Agreement are not fully discharged, or the Client fails to remove the Goods from the EMS Compound) the client shall compensate EMS for damages caused by continuing to occupy space in the EMS Compound. In such case the client shall pay lump sum compensation for damages (as fee for use) from the date when the Lease terminates until the release of the Goods to the Client by EMS or their sale or other disposal by EMS in accordance with the Agreement. The amount of damages shall be calculated as follows: (Rent+Service Charge)X2. [/30X the number of calendar days concerned] OR [For the avoidance of doubt, for each calendar month where such damages payment obligation applies for at least one day, the full monthly amount of the Rent and Service Charge shall be taken into account.]
28 Additional Services. Products
28.1 The Client may require EMS to perform the Additional Services or sell Products and understands that the performance or sale thereof will be subject to provisions mentioned in the Price List, as well as any other procedural conditions that EMS might establish.
28.2 Before contracting Additional Services or buying Products, the Client undertakes to consult the updated applicable Price List and make sure it acknowledges all applicable provisions.
28.3 The Client agrees that any amount due to EMS in consideration of Additional Services or Products (i) represents an amount due by the Client under this Agreement, with all implications thereof and (ii) may be included by EMS in the monthly invoices concerning the Rent and Service Charge.
28.4 The Client understands also that it must inspect any Product at the moment of take over from EMS and make sure it presents no visible defects and functions properly. EMS will not be liable for subsequent claims regarding vices which were visible at the moment of take over by the Client or vices which were caused by the manner in which the Client uses of stores the Product.
29 Lien Waiver of title
29.1 In accordance with § 6:337 of Act No. V of 2013 on the Civil Code (Ptk.), EMS has forthwith right of lien (the “Lien”) up to the amount of the Rental, the Service Charges and other costs on the Goods constituting the property of the Client and stored in the Unit at the moment when a Rent due becomes outstanding under the Agreement (in other words, the date the right for satisfaction accrues on).
29.2 EMS shall be entitled to block the removal of the Goods subject to the Lien. The Client acknowledges that EMS may limit or block the access to the Unit or to the EMS Compound if it considers that it is necessary to prevent the Client from removing the Goods.
29.3 The Client agrees and authorizes EMS to enforce the Lien in any of the below manners, as decided by EMS at its own discretion:
(i) enforcement by means of foreclosure action by the Court; or
(ii) enforcement beyond foreclosure action by the Court..
If, the enforcement beyond foreclosure action by the Court is preferred by EMS, it has the power to sell the Goods under the Lieen in public or private auction. The Client will be notified in writing by EMS 10 days the least, however, 30 days the most prior to such realization on the followings: (i) specification of the property under Lien intended to be realized, (ii) the amount so enforced along with the incidental costs and charges, (iii) reason for and date the right for satisfaction has accrued on, (iv) the intended manner of such realization, (v) venue and date of the realization if public auction is intended, resp. in the event of realization in a private auction, on the date following which the realization will take place.
29.4 Upon the right of satisfaction has accrued, EMS shall have the power to take the Goods under Lien into its possession and to request the Client for this purpose to put the Goods under Lien into possession of EMS within ten days. In the event of failure by the Client to perform this obligation at due date, EMS shall have the power to remove the lock fixed by the Client on the Unit, and to take possession of the Goods under Lien with the purpose of their realization. EMS will take video records on opening the Unit and on the Goods therein, and will prepare a written inventory on the latter.
29.5 In the course of realizing the Goods under Lien, EMS will act in harmony with requirements of business reasons, by duly considering the interests of the Client as well. If, more Goods under Lien are going to be realized, it may take place individually or collectively.
29.6 EMS will upon said realization forthwith prepare a written settlement, that will specify the followings: (i) the Good/s/ so realizaed, (ii) the purchase price received, (iii) the costs and charges in connection with such realization. This settlement will be sent to the Client by EMS, and the latter will simultaneously therewith hand out to the Client the residue amount of the purchase price so received, calculated upon deduction from the purchase price the debts of the Client and the occurred costs.
29.7 The Client agrees that EMS is not liable for any loss the Client may suffer as a result of not being able to access the Unit during the period its access to the Unit is limited or blocked as per section 29.2 and agrees that for this period it continues to owe the Rent, the Service Charge and the other amounts that may be due under the Agreement (such as the Night Access Fee), as long as the Lease is not terminated.
29.8 Waiver of title to the Goods: with the specific execution by the Client of present Article 29.8, this is to acknowledge by the Client the followings: (i) failure by the Client to take receipt of the Goods within one year upon termination of the Agreement for whatever reasons, despite of the written specific notification by EMS, or (ii) complete failure by the Client to perform its payment obligation deriving from the Agreement for a period of one year despite of the relevant written specific notification by EMS, will be qualified as waiver of the title to the Goods, and as waiver to the possession of said Goods, and, as a result of same, EMS will at its own discretion obtain title to the Goods and may freely and by itself be in commend of the Goods so concerned. Upon occurrence of the above conditions, EMS shall have the power to remove the lock from the Unit fixed by the Client, and to take possession of the Goods in the Unit with the purpose of obtainment of the title to these Goods. A video recording will be taken by EMS on opening the Unit and on the Goods therein, and as regards the latter, a written inventory will be taken, too.
authorized signature of the Client
30.1 EMS undertakes that during the Agreement’s duration will maintain an insurance agreement covering damages of EMS Compound and EMS civil liability that might arise as a result of owning/operating the EMS Compound.
30.2 The Client understands that the insurance agreement concluded by EMS does not cover either (i) loss or damage of Goods, neither (ii) civil liability of the Client with respect to loses that the Client might inflict on other persons (including EMS and other clients) as a result of inappropriate performance the Agreement. For this reason the Client understands that it is its own responsibility to conclude its own insurance agreements covering the potential risk related to Goods’ damage and / or Client’s civil liability.
31 Termination of the Lease and of the Agreement
31.1 The Lease will terminate by expiry of its duration or by effect of a termination notice according to section 6.4 above.
31.2 Wherever used in this Agreement, the expression “termination of Lease” (or similar expressions) will mean the cessation of the Client’s right to use the Unit (and benefit form Services rendition) and cessation of the EMS related obligation to grant to the Client the use of the Unit (as well as to ensure provision of the Services).
31.3 Additionally, EMS may forthwith terminate the Lease in case of any Major Infringement provided that the Client has failed to remedy such Major Infringement within the deadline set by EMS in its notice delivered to the Client.
31.4 The Lease may be terminated immediately by the Client, by an appropriate notice, in case EMS obstruct/hinders its access to the Unit without having the right to do so either by law or on the basis of the Agreement.
31.5 In case of infringement which do not constitute Major Infringement under the Agreement, either Party may terminate the Lease by a notice taking effect on the last day of the month in which it was received by the receiving Party, if:
(i) In case of continuous breach: there is breach of the Agreement which was not cured within 3 (three) days as of the day the Party in default received the other Party’s request to cure the breach, or
(ii) In case of systematical breaches: there has been a behavior of systematical breaches of one or more provisions of the Agreement and such behavior does not stop after 3 (three) days as of the day the party in default received the other Party’s request to stop the breaches.
In all cases termination of the Lease does not prejudice EMS’s right in respect of the Client to continue to collect debts or apply penalties or obtain indemnification or cost / expense recovery according to the Agreement.
31.6 Wherever used in this Agreement, the expression “termination of the Agreement” (or similar expression) will mean the moment on which all clauses of the Agreement will stop to produce any effect. Termination of the Agreement will not affect the performance of the respective obligations of the Parties otherwise existing by virtue of the Agreement.
32 Notices and communications
32.1 Unless in cases where it is stipulated to the contrary in the Agreement, in order to be considered valid, any communication between the Parties in connection with or under this Agreement must be made in writing and delivered to the receiving Party in a manner that implies issuance of a receipt confirmation, respectively (i) by fax (at the fax number indicated in Section A of the Agreement or another number subsequently communicated according to the provisions of this section), or (ii) by hand, namely delivered by one of the Parties directly to the other Party, (iii) by registered mail (in Hungarian: ajánlott levél) through the Hungarian Postal Service (at the address specified in Section A of the Agreement or the registered seat of the Client (if different from that address specified in Section A of the Agreement), or (iv) by means of an E-mail with electronic signature sent to the E-mail address of the Client specified in Aritcle ‘A’ of the Agreement – if no written form is required by law as regards the legal statement. If, however, written form is required by law as regards the legal statement, an electronic signature of higher safety shall be attached to said E-mail.
32.2 The date on which the communication is considered made (respectively the date on which a notice is considered received) according to the Agreement will be (i) if made via fax, on the date indicated in the receiving Party’s facsimile message confirmation, or (ii) if made by hand, on the date indicated in the receipt confirmation executed by the receiving Party, or (iii) if made by registered mail, on the 6th (sixth) business day after the day of mailing, (iv) if, an E-mail is sent, on the day stated on the acknowledgement of receipt by the Client, however on the 6th business day the latest upon sending said E-mail.
32.3 In respect of communications or notices made via registered mail or fax, the Client understands and agrees that it is its duty to (i) monitor the receipt of communications or notices send by EMS, and (ii) take all steps in order to make sure that any communication or notice sent by EMS to the Client according to this section is actually received and acknowledged by the Client. The Client agrees that any person present at its address is authorized to receive on the Client’s name the communications or notices made by EMS under the Agreement.
32.4 The Client understands and agrees that as long as a communication or notice is addressed by EMS to the Client in accordance to this section 32, such communication or notice will be valid and fully opposable to the Client under the Agreement irrespectively of the Client’s failure or refusal to receive or acknowledge such communication or notice, and irrespectively of the cause of such failure or refusal.
32.5 The provisions of section 32.4 above will apply by way of reference also to communication or notices sent by the Client to EMS, in respect of communications sent by the Client to EMS, provided in case made by hand or registered mail will be directed to any of the appropriate persons at the EMS reception in the Office Area.
33 Office Opening Hours
33.1 The Client understands that EMS will process and respond Client’s requests or notices (irrespectively of the type) only during the Office Opening Hours, and that EMS is not liable for any loss suffered by the Client as a result of such rule.
33.2 EMS has the right to modify unilaterally the Office Opening Hours or the Regular Access Hours without being seriously detrimental to the interests of the Client.
34 Client Identification Data
34.1 The Client declares that the Client Identification Data is correct and complete and that the documents in annex 1 are correct and complete and reflect the Client’s status as on the date of the Agreement’s execution. In addition, this is to declare by the Client that the person acting for and on its behalf, resp. the Client itself have the power to conclude this Agreement.
34.2 Should at any time during the duration of the Agreement any change occurs in respect of the Client Identification Data, the Client will inform EMS on such change and provide the related documents certifying the change within a period of maximum 7 (seven) days as of the date on which such documents were released to the Client.
34.3 The Client understands that and understands that provision of Client Identification Data which do not correspond to reality or failure to inform in due time EMS on changes in Client Identification Data represents a Major Infringement.
35 HANDLING of Personal Data
35.1 Approval: By signing the present Agreement, the Client specifically approves of handling by EMS of its personal data (the “Personal Data”), under the conditions set forth in the present section.
35.2 Personal Data: EMS will handle (i) the Client Identification Data, mentioned in Section A of the Agreement (or in schedule 1), respectively: name and surname, citizenship, domicile, identity card data (type, series and number, issuing authority, validity period), personal identification number, e-mail address, telephone and fax number, (ii) information regarding the driving licence (issuance authority, date of issuance, number, validity period) ; and (iii) information regarding the manner in which the Client performs its obligations under the Agreement.
35.3 Purpose of handling Personal Data: the Personal Data will be handled by EMS for the purpose of rendering lease services to the Client (in order to perform the Agreement).
35.4 Effects of Non-Disclosure: The provision of the Personal Data is not mandatory. Nonetheless, refusal of providing the Personal Data and refusal to approve of handling the Personal Data results is the EMS’s incapability to conclude and perform the Agreement.
35.5 Direct Marketing: Should the Client does opt in the Section C of the Agreement for direct marketing communications, EMS, as well as the other entities belonging to the EMS group (the “EMS Group”, respectively Euroministorage Investments [Cyprus] Limited, a corporation organized under the laws of Cyprus, headquartered at Kyriakou Matsi, 16, Eagle House, 10th floor, Agioi Omologites, PC 1082, Nicosia, Cyprus, and the companies controlled by such company) will have the right to process the Personal Data of the Client for the purpose of direct marketing activities, respectively to send to the Client commercial offers and informative materials concerning their products and services.
35.6 Disclosure to third parties: The Personal Data may be disclosed by EMS to third parties (legal or natural persons) from Hungary or from foreign countries in following cases:
(i) to any company of the EMS Group or third parties contactors of such companies, to the extent the disclosure corresponds to legitimate purposes of EMS or its affiliates (such as for benefiting of third party services which are related to the provision by EMS of the lease services under this Agreement), or is required by the law – to the extent being necessary hereto;
(ii) to authorities, courts if so required by law;
(iii) to business partners of EMS or of any of the companies of the EMS Group, such as credit institutions, non-banking financial companies, debt collection companies, or potential buyers of shares in any companies of the EMS Group (or potential buyers of entire or part of the EMS Compound), or companies that contemplate merger with EMS or with any of companies of the EMS Group – to the extent being necessary hereto
Means of communication: For direct marketing purposes as well for any other communication (but without prejudice to section 32 above) EMS and any of the companies of EMS Group will be entitled to approach the Client by mail, telephone (fixed and mobile) and fax, e-mail address or any other legal means that allow transfer of data – if the Client has given its consent to Direct Marketing according to the above Article 35.5.
35.7 Recordings: EMS will be entitled (i) to record the telephone conversation with the Client, (ii) to video/audio record the Client inside the EMS Compound, and (iii) to keep such audio or video recordings and use them for the purpose of investigating certain situations relevant to the Agreement’s performance (such as the manner in which the Client observes the rules regarding access to the Unit, use of the Unit, behavior inside the EMS Compound, etc) and to use them an evidence in case of any dispute under this Agreement.
35.8 Copies: This is to specifically approve by the Client that a copy will be made – and preserved – by EMS of the Client’s identity card, driving license, Client’s car registration documents, and that a photocopy or video recording will be made by EMS of the license plates of cars used by the Client inside the EMS Compound;
35.9 Duration of data handling: The processing of Personal Data will start on the Agreement’s execution date will continue during the entire duration of the Agreement and 5 (five) years thereafter. By way of exception, the processing of Personal Data regarding direct marketing will stop following Client written request.
35.10 Rights of the Client: The Client may exercise any of the following rights, by submitting a written request addressed to EMS:
(i) the right to access the Client’s Personal Data;
(ii) the right to request appropriate rectification, erasure or blocking of the Personal Data;
(iii) The right of not being subject to automated individual decisions (automated decisions based on automated processing of data intended to evaluate certain personal aspects);
(iv) The right to refer to the court any breach of the Client’s rights related to the processing of the Personal Data.
36 Dispute Resolution
36.1 Any dispute in connection with the present Agreement will be settled through the arbitration of the Court of Arbitration attached to the Hungarian Chamber of Commerce and Industry (Budapest), according to its arbitration rules. The arbitral award will be final and binding. The language of the arbitration shall be Hungarian.
36.2 Without prejudice to the above provisions on arbitration, it is hereby agreed that EMS may at its discretion and at all times (whether before or after the initiation of arbitration):
(i) enforce debts of the Client vis-á-vis EMS by the procedure of payment ordinance or payment summons, before regular courts;
(ii) obtain interim measures by the procedure of injunction, before regular courts.
37.1 Any reference in the Agreement to a day will be construed as a reference to a calendar day, and any reference to a month will be construed as a reference to calendar month, unless expressly specified the contrary.
38 Amendment of the Agreement
38.1 Except for cases when the Agreement provides for different rules (such as in case of Rent or Service Charge), EMS may modify the clauses of the Agreement by sending a related notice to the Client or by making a mention on a invoice that the terms and conditions of the Agreement have been modified (in this case the Client may request by phone, fax, e-mail or directly at the Office Area the text of the amendments if this was not already attached to the invoice). The amendments will become effective after 15 (fifteen) days after the date of the notice or invoice’s receipt by the Client, should during this period EMS does not receive the Client notice of terminating the Lease. Otherwise the Agreement may not be altered, amended or modified except by written instruments signed by both Parties.
38.2 The provisions of the General Conditions may be amended by mentions in any of the Sections A-D of the Agreement. In case of discrepancies between the provisions of Sections A-D of the Agreement and that of the General Conditions, the provisions of sections A-D of the Agreement will prevail.
38.3 No amendment of the Agreement will be considered valid if made by hand writing on the printed text or in another manner that is made by addition on the initially printed text.
39.1 This Agreement is governed by the laws of Hungary.
39.2 If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
39.3 This Agreement is concluded in the English and Hungarian languages. In case of discrepancies between the two versions, the Hungarian version of this Agreement shall prevail.
39.4 If, any provision of the Agreement is or becomes in the future invalid or inoperative, this will not affect the validity or operative nature of the remaining provisions of the Agreement. In stead of the invalid or inoperative provisions, Parties will consider the provisions of the relevant law as governing.
39.5 This Agreement comprises in full any and all agreements by and between the Parties hereto, with the proviso, that the following schedules represent an integral part of the Agreement:
39.5.1 Schedule 1 – Client Identification Data, which comprises:
(a) if the Client is a natural person: copy of the identity card;
(b) if the Client is a bussines association: true copy of a Court of Registration excerpt, copy of the signatory’s identity card, updated constitutive act and original power of attorney (the last document just in case the signatory is not a person having the right to sign alone on behalf of the Client according to the Client’s constitutive act).
if the Client is an association other than a business association, a foundation or any other entity not mentioned above: copy of registration certificate, updated constitutive act, updated bylaws, identity card of signatory, power of attorney (in case the signatory is not a person having the right to sign alone on behalf of the Client according to the Client’s constitutive act).
39.5.2 schedule 2 – Form of Termination Notice.