General Terms and Conditions for Professional

The aim of the present General Terms and Conditions (hereinafter referred to as: „T&C”) is to regulate the legal relationships relating to the operations of www.letsnearshore.com internet portal (hereinafter referred to as: Portal). The legal relationships come to effect by and between DNXperts Solution Korlátolt Felelősségű Társaság (company registration number: 07-09-029169, registered address: 8000 Székesfehérvár, Álmos vezér utca 6., tax registration number: 26390112-2-07) as moderator of the Portal (hereinafter referred to as: Moderator), the daughter company of the Moderator, DNXperts Solution LTD (company registration number: 11494277, registered address: 20-22 WENLOCK ROAD, LONDON, N1 7GU., tax registration number: 305 4854 10, hereinafter referred to as: Daughter Company), the client (hereinafter referred to as: Client) that intends to contract a group of IT developers and the IT developers (hereinafter referred to as: Experts) who use the Portal in order to offer their services to potential clients.
(The Moderator, the Daughter Company, the Client and the Expert together hereinafter referred to as: Parties).
The Moderator performs its activities primarily on the Portal. The Portal serves as a virtual platform that enables Clients to recruit a team of IT developers from the set of Experts who subscribe to the Portal.

The basic legal regulations relating to the present T&C:
  • Act CLV. of 1997. on customer protection;
  • Act CVIII. of 2001. on specific aspects of elecronic commercial services and and services relating to information society;
  • Act XLVII. of 2008. on the ban of unfair market practices against customers;
  • Act CXII. of 2011. on the right of self-determination of information and the freedom of information;
  • Act V. of 2013. on the Civil Code;
  • Government ordonnance 45/2014. (II.26) on special regulations concerning contracts between customer and service provider.

1. The effect of the T&C

1.1. The personal effect of the T&C

The present T&C shall have effect over all kinds of activities relating to the use of the Portal and over all legal relationships emerging between the Parties.

1.2. The temporal effect of the T&C

The present T&C becomes effective at the time of its publication, nevertheless the Expert and the Client shall accept the T&C in order to place themselves under its effect. With the acceptance of the present T&C by the Expert and the Client all former agreements relating to issues regulated by the T&C lose their effect. In relation with the services provided under former agreements, the Parties undertake to make all settlements, payments and closing procedures.

In the relationship between the Client and the Moderator the first accepted version of the T&C shall be effective, unless the Moderator publishes a new version of the T&C and the Client explicitly accepts it. All acts of the Client and the Moderator shall be performed and judged on the basis of the T&C accepted by the Client.

In the relationship between the Expert and the Moderator the first accepted version of the T&C shall be effective, unless the Moderator publishes a new version of the T&C and the Expert explicitly accepts it. All acts of the Expert and the Moderator shall be performed and judged on the basis of the T&C accepted by the Expert.

1.3. The territorial effect of the T&C

The present T&C shall have effect over the legal relationships of the Parties either online or offline, either inside or outside the territory of Hungary.

1.4. The objective effect of the T&C

The present T&C contains the general regulations of the legal relationships of the Parties. The Parties are entitled to agree in written form and with mutual consent in regulations that differ from the regulations of the present T&C. The Parties are also entitled to extend in written form and with mutual consent the effect of the present T&C to issues that are outside the sphere of effect of the T&C.

2. The availability and modification of the T&C

The Moderator shall be responsible to make constantly available the actual version of the T&C at the following link: http://letsnearshore.com/en/terms-of-use. Moreover, the actual version of the T&C shall also be available at the registered address of the Moderator (8000 Székesfehérvár, Álmos vezér utca 6.). The Moderator shall enable its potential and actual contractual partners to get acquainted with the actual content of the T&C before concluding a contract or accepting the effect of the T&C. The Parties state and acknowledge that in case of the conclusion of the contract or the acceptance of the T&C the content of the T&C shall be considered as individually negotiated and agreed.

3. Definitions, participants

3.1. Participants

The following participants take part in the business (selection) procedure:
- Client,
- Expert,
- Daughter Company,
- Moderator.

3.2. Client

The Client is a business enterprise that is seeking developers for IT projects. In general the Client is either an enterprise that is seeking Experts for its project or a contractor (subcontractor) that is contracted by a principal to perform IT services in the frame of a project.

The Client is entitled to use the Portal only after registration. Without registration the Client is only allowed to browse the anonimous profiles of the Experts, but the Client is not entitled to recruit a team or to make a request.

3.3. Expert

The Expert is a private person whose profile can be browsed in the system. The data relating to the Expert are uploaded to the system by a filter entity (eg. developer company / partner / head-hunter), the Expert is not entitled to register individually.

3.4. Daughter Company

The Daughter Company is a company owned by the Moderator. The Daughter Company is contractually linked to the Client and the Daughter Company performs IT development services according to the request of the Client.

3.5. Moderator (Admin)

The administration surface of the system has multiple functions:
Moderator
Head-hunter
Admin (Super user)

Among the above written functions the Moderator plays a significant role in the business processes (eg. selection of Client / Expert, organisation of interviews and meetings, conclusion of contracts with the Experts).
After the successful completion of the selection process the Moderator contracts the Experts and acts in order to facilitate the fulfillment of the project.
The major task of the Head-hunter is to upload the data of the Experts to the system.
The Admin has full access to the Portal and the main task of the Admin is to arrange the operation of the Portal.

The data of the Moderator:
company name: DNXperts Solution Korlátolt Felelősségű Társaság,
company registration number: 07-09-029169,
registered address: 8000 Székesfehérvár, Álmos vezér utca 6.,
tax registration number: 26390112-2-07,
e-mail: info@letsnearshore.com,
phone number: +36204138923,
postal address: 8000 Székesfehérvár, Álmos vezér utca 6.

3.6. The services

The Moderator provides the services described in the present T&C to the Parties on the Portal.

4. Confidentiality, data protection

4.1. The Parties agree that all facts, data, information and technical solutions – including but not limited to drafts, methods or other substantial information relating to the business and marketing activities of the Parties – that the Parties become aware of in relation with the legal relationships regulated by the present T&C, shall be considered as business secrets. The above written business secrets shall not be handed over or made available to any third party without the prior written consent of the interested Parties.

4.2. All facts, data, information and technical solutions relating to the activities of the Parties that are not publicly known or that are not easily accessible by other entities shall be considered as business secrets only if the disclosure of the information to other entities or the publication of the information would harm or endanger the financial, economic or market interests of the interested party.

4.3. The Moderator stores the contractual data of the Client and all other data of the Client that the Moderator becomes aware during the cooperation process – especially the personal data of the representative of the Client, the business data of the Client and the data relating to the employees of the Client – in the IT system of the Moderator. The aim of data storage is to facilitate the fulfillment of the services and the cooperation of the Parties. The Client is responsible for the correctness and validity of all data and information provided by the Client to the Moderator.

4.4. The Moderator shall use the data provided by the Client for contractual purposes and Moderator shall not hand over or make available the data provided by the Client to any entity that is not entitled to get access to the data. The handing over of the data to entitled entities shall not be considered as violation of the present T&C, especially if the data relating to the project are forwarded to potential candidates and partners.

4.5. The Parties explicitly give their consent to the above written use of the data.

4.6. After the termination of the legal relationship of the Parties the Moderator is only entitled to handle data relating to the Parties if the data handling is prescribed by law or if the data are necessary for the closing of the legal relationship (eg. fulfillment of payment obligations). Within 15 days from the closing of the legal relationship the Moderator shall lock the data in the system and delete all printed materials, except in cases when the storage of the data is prescribed by law.

4.7. The Parties are entitled to use the data and documents provided on the basis of the present T&C or on the basis of the contractual relationship of the Parties only in the course of the fulfillment of contractual tasks and the Parties shall not use the data or documents in any way that may harm or endanger the interests of the other Parties. The Parties are entitled to hand over or make available the data and documents to third entities only with the prior written consent of the interested party. After the termination of the legal relationship of the Parties all respective data and documents shall be locked or deleted as wtitten in the present T&C.

4.8. The Client shall treat confidentially all data and information provided by the Moderator in relation with the Experts. The Expert provides information to the Moderator in order to forward the information to the Daughter Company and the Client with the aim of promoting the services offered by the Expert. In relation with the personal data provided by the Expert the legal basis for the handling and use of the personal data is the informed and voluntary consent of the Expert. By accepting the present T&C the Expert explicitly gives his/her consent to the above stated handling and use of his/her personal data.

4.9. The regulations stated in section 4. of the present T&C shall survive the fulfillment of the services provided under the T&C, for an unlimited period of time.

5. The operation of the Portal

5.1. Registration

Registration may take place in two ways:
• Client registration (direct)
• Expert registration (direkt)

Client registration:

The Client make the registration on the online surface of the system, by uploading the required data to the Portal. The system informs the Client and the Moderator about the successful registration.

In the course of registration the Client validates the assigned contact e-mail address and the Moderator checks whether the provided Client data are correct (eg. control of tax registration number, D-U-N-S, VIES).

The profile of the Client always shows the actual state of the registration process and also the functions that are accessible/inaccessible by the Client.

The Client is entitled to recruit a team of Experts only with reassured and/or validated registration. Only validated Clients are entitled to initiate a request or an interview.

Expert registration:

The Expert data are registrated and uploaded to the system by the Admin.

In case the Admin discovers that the Expert data are incorrect or inconsistent, the Admin is entitled to make corrections to the Expert data.

The system informs the Expert about successful registration. After registration the Expert is entitled to validate his/her e-mail address and to access the system. After registration the Expert is entitled to modify his/her data, however the Expert shall not present any availability (eg. e-mail address, phone number, skype) to the visitors of the Portal.

In the basic setup all registered Experts are listed in the system, unless otherwise requested by the Expert.

The basic features of the Expert that have a major influence on listing:
• Skill matrix
• Work experience (companies, projects)
• Availability
• Remuneration

The companies and projects relevant for work experience shall be categorised according to business sector (eg. bank sector, finance sector, health sector, governmental sector) in order to assist the Client in the selection process (in several cases the Client intends to find Experts with experience in definite sectors).

Admin registration:

All other users of the system shall be registered in the system by the Admin.

5.2. The selection process

The most important features of the selection process are the browsing, listing and categorising of the Expert profiles. The availablity of the Expert profile is dependent upon the registration of the Client, as stated in section 5.1. Without registration the Client has access to a limited set of Expert data and the Client is able to start / continue selection only after registration / entrance to the system.

The Client is entitled to finalise selection and to make an order only if the Client registration has been validated.

The Parties undertake to take all measures that facilitate the most elaborate operation of the listing and selection of the Expert profiles in a manner that is easily understandable for the users, since the selection process is one of the key features of the Portal.

The recruitment and listing of the Experts can be performed by means of the following minimum (optional) filters:
  • Professional experience (Skill matrix)
  • Employment history (sector information)
  • Definition of work experience in years
  • Setting of availability (eg. immediate, 1-2-3-4 weeks)
  • Setting of remuneration category
The Project:

During the selection process the Client is able to pick more than one developers (put multiple developers to the basket). Before the selection the Client shall create a project (hereinafter referred to as: Project) and gather the Experts to the actual Project. The Project is a selection unit that is defined by and attributed with the following characteristics:

  1. name of the Project,
  2. duration of the Project,
  3. number of participants of the Project (optional),
  4. expected professional experience of participants of the Project (Skill matrix),
  5. business sector of the Projekt (pl. financial sector, telecommunication sector, public administration sector),
  6. location of the Project (country, city) (optional),
  7. financial resources attributed to the Project (monthly or total sum) (optional).
Adding Experts to the list:

After the creation of the Project by the Client the system automatically offers a list of Experts to the Client on the basis of the preset conditions. This list is filtered according to the characteristics of the Project and the number of offered Experts is not limited..

Th Client is entitled to modify the filters and request new lists from the system. The selection process can be abandoned at any time and it can be continued at any time, until the finalisation of the selection.

The Client is able to choose Experts from the Expert list. The Experts chosen by the Client are added to the Project. (At this step the availability status of the Expert shall be set to any of the following: free / under negotiation / occupied).

The finalisation of selection:

After the finalisation of the selection process by the Client, the Moderator and the selected Experts receive an automatic notification about the finalisation in e-mail.

After the reception of the notification containing all important information relating to the Project (eg. name, duration, place of the Project) the Expert shall decide whether he/she intends to join the Project and accept the call of the Client. In all cases when the Expert does not accept the call, the Expert shall state the reason of refusal. The refusal statement is communicated to the Moderator at first and this information shall be forwarded to the Client with the consent of the Moderator.

In case the Expert accepts the call of the Client, the Client and the Moderator receive an automatic notification about the acceptance in e-mail.

5.3. Establishment of contact

Questions:

The Client is entitled to address questions to the Experts after the finalisation of the selection process. The questions can be asked and answered int he frame of the system. The Client is able to ask questions from Expert groups or from individual Experts. The Expert is informed about the questions in automatic e-mail and the Expert shall answer the questions within 24 hours from reception.

On the basis of the answers of the Expert (or in the absence of answers) the Client is entitled to decide whether the Client keeps the Expert in the Project. In case the Client does not keep the Expert in the Project, the Client deletes the profile of the Expert from the Project. The Expert and the Moderator are informed about the deletion in automatic e-mail.

Skype interview:

The Client is entitled to initiate skype interviews with the Experts. In this case the Client invites one or more Experts to the interview and proposes a date for the interview. The system automatically forwards the proposed date to the Expert. The Expert is entitled to set interview termins on his/her datasheet and in this case the system synchronises the interview termins of the Client with the dates proposed by the Client. In case the Client and the Expert fail to arrange an interview or the interview proves to be unsuccessful, the Client is entitled to decide whether the Client keeps the Expert in the Project. In case the Client does not keep the Expert in the Project, the Client makes a notification in the system about the removal of the Expert from the Project. The Expert is informed about the removal in automatic e-mail.

The Moderator shall participate in the interview, therefore the Moderator receives notification about the interview in automatic e-mail.

5.4. Contract

The selection process shall be considered successful, if the Client closes the selection process and chooses one or more Experts to participate in the Project. The Client and the Moderator are both entitled to initiate the closing of the selection process.

After closing, the selection process can be considered successful or unsuccessful. In case the selection process is successful, the conclusion of the contract shall follow the closing. The conclusion of the contract takes place outside the Portal and in this case only the actual state of affairs relating to the Project shall be registered in the system. The Moderator is responsible to administer the availability status of the Experts in the system with respect to selection processes and effective contracts.

In the course of the conclusion of the contract the Moderator concludes and employment or service contract with the Expert and facilitates the participation of the Expert in the fulfillment of the Project. The Expert is obliged to inform the Moderator in written form about the closing of the Project, within 5 working days from the closing of the Project. Within 3 years from the closing of the Project the Expert shall not conclude any contract aimed at employment or at the provision of services with the Client, any daughter company of the Client or any entity operating according to the interests of the Client. In case after the closing of the Project any of the above entities contacts the Client with an offer aimed at employment or at the provision of services, the Expert shall inform in written form the Moderator within 3 working days from the reception of the offer. In case the Expert violates any of the above written obligations, the Expert shall pay compensation for the damages caused by the violation of the regulations.

6. The provision of the services, remuneration

6.1. The users shall not pay for the usage of the Portal. In relation with the cooperation of the Parties and also in relation with the rights and obligations of the Parties deriving from separate contracts, the content of the relevant contracts shall be applicable.

7. The rights and obligations of the Parties

7.1. The rights and obligations of the Moderator

The Moderator declares that is possesses all capabilities, professional and technical skills that are necessary for the provision of the services written in the present T&C.

The Parties undertake to cooperate in order to fulfill their contractual obligations and to make Experts available for the Client according to the specification and in the deadline provided by the Client.

7.2. The rights and obligations of the Client

After registration the Client is obliged to use the Portal in a proper manner and to act in line with the regulations of the present T&C.

8. Customer service, handling of customer complaints

The complaints that emerge in relation with the usage of the Portal or the activities of the Moderator shall be submitted to the Moderátor in postal letter or in e-mail. The Moderator shall investigate the complaint and inform the customer about the result of the investigation within 30 days from the reception of the complaint.

The contact data of the Moderator are listed in section 3.5. of the present T&C.

9. Other regulations

9.1. The Moderator shall take all reasonable and expectable measures to ensure the secure and reliable operation of the Portal, nevertheless apart from the above stated measures the Moderator does not undertake any warranty or guarantee for the security of the Portal (especially with respect to computer viruses, spywares or other harmful programmes) or for the constant availability of the Portal. In relation with the usage of the Portal the Moderator requests the Parties to take all security measures that are necessary to the prevention of potentially harmful effects to the relevant IT systems.

9.2. The Moderator shall not be liable for any damages that occur in relation with the usage of the Portal. The Parties shall be responsible to protect their computers from harmful effects and to ensure the security of the stored data.

9.3. In cases regulated in the present T&C the Portal sends e-mail messages to the Parties. The Moderator is not liable for damages in the following cases: - if any e-mail fails to arrive to the addressed Party due to technical failure,
- if the computer of any Party fails due to any hardware or software problem or if the internet connection of any Party is interrupted os deteriorated.

9.4. All customer protection cases relating to the present T&C shall be handled by the competent customer protection departments of the government offices of the capital and the Hungarian counties on the first instance, while the appeal forum is the National Customer Protection Authority. The list of competent authorities can be found at the following link: http://www.nfh.hu/data/cms114492/megyei_elerhetosegek_honlapra.pdf.
The competence of the authority can either be based on the address of the customer, the registered address of the business enterprise or the place of violation of law. The petition for the initiation of the customer protection procedure can be filed at any competent department of the authority.

9.5. The Parties take all necessary steps to settle the customer complaints in an amicable manner, through negotiations. In case the negotiations fail to provide solution to the dispute, the customer is entitled to initiate the resolution of the dispute at the Conciliatory Body operating at the Chamber of Commerce and industry of Fejér County (registered adress: 8000 Székesfehérvár, Hosszúsétatér 4-6., phone number: +36 22 510 310, fax: +36 22 510 312, e-mail: bekeltetes@fmkik.hu).


Székesfehérvár, 31th July 2018.