Terms of Sale

1. Parties and definitions

Yellow Cube means Yellow Cube Kft. or the associated Yellow Cube company identified as the seller on the applicable Quote, order confirmation or invoice. Only that identified company is the seller and a party to the relevant Order unless another Yellow Cube company expressly agrees otherwise in writing.

Reseller means the Yellow Cube sales partner placing an Order. Customer means the named end user identified in a Quote. Vendor means a manufacturer or service provider whose products or services Yellow Cube distributes. Portal means the Yellow Cube Partner Portal at https://portal.yellowcube.eu/. Quote means a priced offer issued by Yellow Cube. Order means a Quote submitted by the Reseller for purchase and accepted by Yellow Cube under section 6.

2. Acceptance and order of precedence

The Reseller accepts the version of these Terms made available with or before an Order by expressly accepting it in the Portal, where that function is available, or by placing the Order after being given access to these Terms. Merely visiting the Yellow Cube website or logging in to the Portal does not by itself place an Order.

The documents governing an Order apply in the following order if they conflict: the written order confirmation; the Quote; these Terms; and any other document expressly accepted in writing by an authorised representative of Yellow Cube. Terms printed on, linked from or accompanying a Reseller purchase order or other document do not apply merely because Yellow Cube receives or processes that document.

3. Vendors and Resellers

Yellow Cube is a value-added distributor, an authorised sales representative or a regional sales contact for its distributed Vendors. Yellow Cube does not develop the Vendors' products or services; it distributes them through a network of authorised Resellers.

Because Yellow Cube's portfolio and distribution rights change over time, these Terms contain the general terms of sale rather than Vendor-specific terms. Vendor-specific licence, warranty, support and partner-program terms may also apply where they are identified in the Quote or made available before the Order is accepted.

4. Product availability and partner programmes

The availability of Vendors, products and services may vary by country and may change under the relevant distribution arrangements. Yellow Cube and its Vendors decide which products and services are offered in each territory. Yellow Cube will notify affected active Resellers of material portfolio changes where reasonably practicable.

The sale of certain products and services may require participation in Vendor partner programmes, training, competencies, sales requirements or additional agreements. Yellow Cube will make the applicable requirements available to the Reseller.

5. Pricing and Quotes

Yellow Cube provides prices through Quotes. List prices may change without prior notice, but an issued Quote remains available for ordering on its stated terms until its displayed validity date, unless it is withdrawn for a legal, compliance or manifest pricing-error reason.

A Quote is specific to the named Reseller and Customer and may not be transferred to another Customer. A change to any of the following requires an updated or reapproved Quote:

• Reseller
• Customer name or address
• Customer contact person or contact details where required for fulfilment
• Products or services, quantities or sizing
• Contract, maintenance or subscription term

Invalid, withdrawn and expired Quotes cannot be ordered. Discounts and incentives shown on a Quote may depend on Vendor programmes, Customer eligibility and opportunity registration.

When Yellow Cube accepts an Order against one Quote for an opportunity, any alternative or superseded Quotes for the same opportunity are closed unless Yellow Cube agrees otherwise in writing.

6. Ordering and order acceptance

The Reseller may submit an Order against a valid, unexpired Quote in either of two ways:

• Through the Portal, by selecting the relevant Quote and completing the order process.
• By email to order@yellowcube.eu, attaching the Quote and clearly instructing Yellow Cube to place the Order.

Submission constitutes the Reseller's offer to purchase. An automated Portal status, receipt or email acknowledgement confirms receipt only and is not acceptance of the Order. The Order becomes binding when Yellow Cube changes it to a processing status in the Portal or sends an explicit written order confirmation. The Order and its subsequent status may be followed in the Portal through processing, delivery and invoicing.

Before acceptance, the Reseller may withdraw or request an amendment to its Order through the Portal or by email to order@yellowcube.eu. After acceptance, cancellation or amendment requires Yellow Cube's written agreement, may not be possible and may be subject to Vendor, configuration, shipping or other costs already incurred. Yellow Cube will consider such requests case by case.

7. Payment

Unless the Quote states otherwise, payment is due 30 calendar days from the date of Yellow Cube's invoice. Any different payment term must be stated in the Quote or written order confirmation before the Order is accepted.

Yellow Cube may obtain credit information, set or change a credit limit, require security, and require partial or full payment in advance where reasonably necessary to manage credit risk. Yellow Cube will explain a material adverse credit decision to the Reseller in writing and, where applicable, indicate how the Reseller may restore or increase its credit line.

If an invoice is not paid when due, Yellow Cube may claim any default interest and reasonable recovery costs available under applicable law. Not exercising that right on one occasion does not waive it for another invoice.

8. Taxes

Unless the Quote expressly states otherwise, prices exclude VAT, sales taxes, customs charges, duties and tariffs. The Reseller shall pay or reimburse Yellow Cube for taxes and charges legally applicable to the Order, except taxes imposed on Yellow Cube's net income.

An intra-Community supply is zero-rated only when the statutory conditions are met. The Reseller shall provide and maintain a valid VAT identification number and supply any transport or other evidence Yellow Cube reasonably requires. If zero-rating is unavailable, Yellow Cube will charge VAT at the applicable rate. To the extent a zero-rating is later denied because information or evidence supplied by the Reseller was invalid, incomplete or withdrawn, the Reseller shall reimburse Yellow Cube for the resulting VAT, interest and penalties.

Sales outside the European Union are subject to the applicable tax and customs rules.

9. Delivery, title and risk

Yellow Cube will use commercially reasonable efforts to deliver Orders on time. Delivery dates are estimates unless Yellow Cube expressly guarantees a date in writing before accepting the Order.

The applicable delivery term or Incoterm, delivery location and any charge for transport should be stated in the Quote or written order confirmation. If no separate risk-transfer point is stated for hardware, risk passes when the hardware is delivered to the delivery address stated in the Order. Software licences, subscriptions and services are delivered when Yellow Cube or the Vendor makes the applicable licence key, entitlement, access credentials or service available.

Title to hardware remains with Yellow Cube until Yellow Cube receives payment in full for that hardware. Until title passes, the Reseller shall keep the hardware identifiable, appropriately protected and insured, and shall not grant security over it.

10. Returns

Return and Return Material Authorisation procedures vary by Vendor. The Reseller shall obtain and follow the applicable instructions before returning any hardware. Sending a product to a Yellow Cube office without prior written authorisation is not a valid return.

Software licences, subscriptions, maintenance contracts, configured products and comparable digital services cannot be returned after the Vendor has activated, provisioned or delivered them, except where the applicable Vendor terms or mandatory law provide otherwise. Any other reversal is considered case by case with the Vendor concerned.

11. Vendor warranties and support

Products and services carry the warranty, licence and support commitments provided by their Vendor. Yellow Cube passes the benefit of an applicable Vendor warranty to the Reseller to the extent permitted by the relevant distribution arrangement and will reasonably assist in routing warranty and support claims.

Yellow Cube will make the applicable Vendor terms available on request and, where practicable, through the Portal. The Reseller shall make relevant Vendor terms available to the Customer before sale and shall not give a warranty, representation or commitment on behalf of Yellow Cube or a Vendor beyond the applicable written terms.

Except as expressly stated in these Terms, a Quote or an order confirmation, Yellow Cube gives no additional warranty or representation to the maximum extent permitted by law.

12. Liability

The Reseller and Customer act in a professional capacity and are responsible for assessing whether the products and services meet the Customer's intended use, environment and requirements.

To the maximum extent permitted by law, Yellow Cube is not liable for indirect, special, incidental, consequential or exemplary loss; loss of profit, revenue, business, goodwill or anticipated savings; loss or corruption of data; or the cost of procuring substitute goods or services, whether the claim arises in contract, tort, warranty, negligence or otherwise.

Subject to the paragraph below, Yellow Cube's total aggregate liability arising from or in connection with an Order is limited to 10% of the amount paid or payable to Yellow Cube for the products and services under that Order.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for intentionally caused damage and damage to human life, bodily integrity or health.

Where a product update or correction is required, Yellow Cube cannot implement it before receiving it from the relevant Vendor and is not liable for resulting delay except to the extent caused by Yellow Cube's own breach of these Terms.

13. Export controls, sanctions and business conduct

The Reseller shall comply with applicable export-control, sanctions, anti-bribery, anti-corruption, anti-money-laundering and competition laws. The Reseller shall not directly or indirectly supply products, services, technology or support to a sanctioned person, for a prohibited end use, or to a prohibited destination.

On reasonable request, the Reseller shall provide end-user, end-use and destination information needed for compliance checks. Yellow Cube may refuse, suspend or cancel a Quote or Order without liability where fulfilment would breach applicable law, a binding government measure or a Vendor's lawful export requirements.

14. Licence and entitlement records

The Reseller shall keep accurate records of licences, subscriptions and entitlements resold to Customers and shall provide information reasonably required to resolve an identified licensing discrepancy or satisfy a proportionate Vendor verification requirement.

Any verification shall be limited to information relevant to the affected products and period, conducted on reasonable written notice and subject to the confidentiality obligations below. If it identifies use exceeding purchased entitlements, the Reseller shall purchase the shortfall at the applicable price.

15. Confidentiality

Confidential Information means non-public information disclosed in connection with the parties' relationship that is identified as confidential or should reasonably be understood to be confidential. It includes personal contact information, pricing, opportunities, Customer and deal information, Quotes, discounts, Orders, event participant lists, training materials and non-public technical documentation.

Confidential Information does not include information that the receiving party can demonstrate was already lawfully known without restriction, becomes public without breach, is independently developed without using the disclosing party's information, or is lawfully received from a third party without a confidentiality duty.

Each party shall use Confidential Information only for the relationship contemplated by these Terms, protect it using at least reasonable care, and disclose it only to personnel, associated companies, professional advisers, Vendors and subcontractors who need it for that purpose and are bound by appropriate confidentiality obligations. A party may disclose information where legally required after giving notice where the law permits.

These obligations continue for three years after termination. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

16. Data protection

Yellow Cube's Privacy Policy explains how Yellow Cube processes personal data, including data received from Resellers. Yellow Cube and the Reseller each act as an independent controller for the personal data they process for their own purposes unless they expressly agree otherwise in writing.

The Reseller shall have an appropriate lawful basis for sharing Customer contact and business data with Yellow Cube and the relevant Vendor for opportunity registration, quoting, ordering, licensing, entitlement management, delivery and support. The Reseller shall provide the required privacy information to the individuals concerned, share only data necessary for those purposes and handle data-subject requests relating to its own processing.

Each party is responsible for its own lawful basis and compliance with applicable direct-marketing and electronic-communications rules when using contact data for marketing. Sharing data for order fulfilment does not by itself authorise unrelated marketing.

17. Termination and survival

These Terms remain in effect until either party terminates them by written notice sent through the Portal, by email to the address used for the business relationship, or by postal letter to the other party's registered address.

Termination does not cancel an Order already accepted, affect a payment already due or remove rights and obligations accrued before termination. Sections concerning taxes, title, liability, compliance, licence records, confidentiality, data protection, payment and governing law survive to the extent required by their nature or applicable law.

18. Updates

The current version of these Terms, its version identifier and effective date are available on the Yellow Cube website and by email on request. Yellow Cube will communicate material changes to affected Resellers by email, through the Portal or through another durable written notice.

A new version applies prospectively from its stated effective date. An Order already accepted remains governed by the version applicable when it was accepted unless Yellow Cube and the Reseller agree otherwise in writing or a change is required by law.

19. General

Force majeure. Neither party is liable for delay or failure caused by an event beyond its reasonable control, provided it notifies the other party without undue delay and uses reasonable efforts to reduce the effect. Payment obligations already due are not suspended.

Assignment and subcontracting. The Reseller may not assign an Order or these Terms without Yellow Cube's prior written consent. Yellow Cube may assign them to an associated company or as part of a transfer of the relevant business, and may use associated companies and subcontractors to perform its obligations while remaining responsible for its own contractual obligations.

Notices. Operational notices about an Order may be sent through the Portal or to the business email address used for the Order. Order notices to Yellow Cube may be sent to order@yellowcube.eu.

No agency. The Reseller acts in its own name and on its own account and has no authority to bind Yellow Cube or a Vendor.

Severability and waiver. If a provision is unlawful or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remaining provisions continue in effect. A failure or delay in exercising a right is not a waiver of that right.

Entire agreement. These Terms, the Quote, the written order confirmation and any other document expressly accepted under section 2 form the entire agreement for the Order.

20. Governing law and jurisdiction

These Terms and all Orders are governed by the laws of Hungary. Any dispute arising out of or in connection with them is subject to the jurisdiction of the competent courts of Hungary.