Terms and conditions

Effective Date: 29 July 2024

1. Service provider details

Name of the service provider: Várhegyi Henriett EV
Address of the service provider: 2600 Vác, Papvölgyi út 15/a.
Contact details of the service provider, regularly used electronic mail address for contacting customers: info@kovetkezomegallo.hu
Registration number: 57994918
Language of the contract: Hungarian
Hosting provider details: Webnode AG; registered office: Badenerstrasse 47, 8004 Zurich, Switzerland; e-mail address: support@webnode.com; website: https://www.webnode.com/hu/

1. Basic provisions

1.1 These General Terms and Conditions (hereinafter referred to as "Terms") contain the terms and conditions of use of the website https://kovetkezomegallo.hu (hereinafter referred to as "Website") operated by Henriett Várhegyi EV (registered office: 2600 Vác, Papvölgyi út 15/a, registration number: [57994918], e-mail address: info@kovetkezomegallo.hu; hereinafter referred to as "Service Provider") and of the use of the services provided through the Website (hereinafter referred to as "Service(s)") and shall apply to the contract concluded for the provision of these Services.

1.2 The Terms and Conditions constitute general terms and conditions pursuant to Section 6:77 of Act V of 2013 on the Civil Code (hereinafter "Civil Code"). Acceptance of the Terms (by placing an Order) shall constitute a contract between the Service Provider and the user(s) using the Service Provider's Services through the Website (hereinafter referred to as "User(s)"). By using the Service and by accepting the Terms, the User declares that he/she has read and accepted these Terms and agrees to be bound by them and to be bound by them in the legal relationship(s) between the parties.

The issues not regulated in these GTC and the interpretation of these GTC shall be governed by Hungarian law, in particular with regard to the provisions of Act V of 2013 on the Civil Code (Civil Code) and Act CVIII of 2001 on certain issues of electronic commerce services and information society services (Act on the Regulation of the Hungarian Government on the detailed rules of contracts between consumers and businesses (Decree 45/2014 (II.26.)). The mandatory provisions of the relevant legislation shall apply to the parties without any specific stipulation.
By using the websites, users accept that all regulations relating to the use of the websites shall automatically apply to them. By accessing the Webshop website operated by the Service Provider or by reading its content in any way, even if the User is not a registered user of the Webshop, the User acknowledges that he/she is bound by the provisions of the GTC. If the User does not accept the terms and conditions, he/she is not entitled to view the content of the Webshop or to use the services.
The Service Provider reserves all rights in respect of the Webshop website, any part of it and the content displayed on it, as well as the distribution of the website. The downloading, electronic storage, processing and sale of the content or any part of the content of the Webshop without the written consent of the Service Provider is prohibited.

1.3. The current price of each service or product is set out on the Website. The prices or pricing information of each partner referred to on the Website is available on the websites of those partners.

1.4 The Service Provider reserves the right to amend the Terms and Conditions in respect of its existing contractual obligations. Please check the Terms regularly to be aware of any changes and for new information.

2. Data processing rules

You can read the privacy policy at the link below: https://www.kovetkezomegallo.hu/en/privacy-policy/

3. Terms of use, liability

3.1. Users may use the Website solely for its intended purpose, i.e. for ordering and using the Service Provider's services, as well as for information about the Service Provider's activities and Services, viewing content, and contacting the Service Provider.

3.2. However, the Service Provider disclaims any liability for any damage, whether actual or perceived, suffered by Users as a result of the use or inability to use the Website. Furthermore, the Service Provider shall not be liable for any damage or inconvenience, whether actual or consequential, resulting from inaccurate information for which it is not responsible, the lack of the expected user experience, technical or other confusion, or incorrect settings. The User uses the Website solely at his/her own risk.

3.3.The Service Provider shall not be liable in any way if the Website or the content and products available on it are not accessible due to compatibility or other errors in the User's system, or if their proper cooperation with the applications, browsers or software used by the User is not or not properly ensured, in particular if the User uses the content in a manner not in accordance with the information provided by the Service Provider. The Service Provider shall not be held liable for any damages, delays or inconveniences, real or imagined, suffered by the User as a result.

3.4. The Website merely provides access to these linked websites, but the Service Provider does not assume any obligation or responsibility of any nature whatsoever for these websites or the information contained therein, nor for their accuracy, correctness, completeness or virus-free status, even if the Service Provider or one of its employees, agents or representatives has reviewed or approved the inclusion of hyperlinks to such other websites on the Website. It should be emphasised that the Service Provider is not responsible for the data processing, cookie placement and operation of these websites, for which information can be obtained from the website concerned or its operator.

3.5 In the event of any breach or violation of these Terms by the User, the User may be temporarily or permanently excluded from the Service by terminating the contractual agreement between the User and the Service Provider by means of termination or immediate termination, and may be subject to civil, criminal or other legal proceedings, depending on the circumstances of the case.
3.6 The Service Provider reserves the right to modify or terminate the Website and the Services, with regard to its existing contractual obligations, and may do so unilaterally, including but not limited to the termination, temporary suspension, modification (for example: change of tariff), changes to the availability (domain address), design, layout, and content of the Website. The Service Provider shall inform in advance the Users using the Services at the time of the modification of the above major changes (including, in particular, the termination, suspension, change of availability, change of the terms of payment and fees).

3.7 It should be emphasised that the Service Provider publishes the travel descriptions on its Websites based on its own experience and provides travel and booking assistance services based on its own travel experience (as an experienced traveller) and in good faith. However, the Service Provider shall not be liable for the quality, terms and conditions, contractuality of the services of the partners referred to in these Terms and Conditions (Booking or Skyscanner) or of the service providers available or referred to on their websites, or for any circumstances or events occurring to the User or others during the travel. In any case, the Service Provider recommends Users or others to exercise due diligence when organising, starting and carrying out a trip and to check in detail the conditions of entry, stay and departure and the conditions of the related services (including, but not limited to: booking, cancellation, payment conditions, required and recommended vaccinations, visa or other entry conditions, recommendations on embassy or foreign service websites, applicable laws in the country or territory concerned).

4. Range of products and services available for purchase

4.1 The products and services displayed can only be ordered online. Additional products and services marketed by the Service Provider can be purchased through the Webshop. The prices displayed for products and services are gross prices in HUF, include VAT as provided for by law, but do not include any delivery charges. No extra packaging costs will be charged.

4.2. The images displayed on the product data sheet may differ from the real product, in some cases they are used as illustrations. We cannot be held responsible for any discrepancy between the illustration displayed on the Webshop and the actual appearance of the product.

4.3 If a promotional price is introduced, the Service Provider will fully inform Users of the duration of the promotion.

5. How to order

5.1 Registration is possible, but not required, to make a purchase in the Webshop. Registration is possible by filling in the forms on the main page under the menu item Login/Registration.
During the registration process, you will be asked to enter a username and a password, which will be used to access the Webshop in the future. In addition, the Customer's shipping and billing details and a real e-mail address are required. The Service Provider is not liable for delivery and other problems caused by incorrect and/or inaccurate data provided during registration. By registering to the Webshop, the User accepts the General Terms and Conditions (T&C) of www.kovetkezomegallo.hu. The User's registration and all personal data will be deleted by the Service Provider at any time upon written request sent to info@kovetkezomegallo.hu.

5.2 After registration, purchases in the Webshop are possible by entering the Webshop and placing an order electronically. The Customer acknowledges that he/she may only place his/her order via the Webshop. The date of the order is the date on which the Customer sends the order to the Service Provider via the Webshop. Orders are processed on working days from 08:00 to 16:00. It is also possible to place an order outside the hours indicated as the time of order processing, however, if the order is placed after the end of working hours, the order will be processed on the following working day. An order placed in the Webshop does not yet constitute a contract. The order may be modified or cancelled freely and without consequences until the contract is concluded. The Customer may request the modification and/or cancellation of the order placed by him by sending an e-mail to info@kovetkezomegallo.hu. The Customer will automatically receive a notification from the Webshop that the order has been placed, but this does not constitute confirmation by the Supplier that the order can be fulfilled and thus the conclusion of the contract. In the case of an order, the contract between the Service Provider and the Customer is only concluded if the order is accepted by the Service Provider in the confirmation email sent by the latter. The period for which the Service Provider as the Bidder is bound by the Bid shall be equal to the maximum delivery period agreed by the Service Provider in these GTC. The Buyer acknowledges that if the contract is not concluded within the period of the Supplier's binding offer, the Supplier's binding offer shall be terminated. The Service Provider will then consider the order as not fulfilled and will delete it from its system, informing the Customer at the same time.

5.3 The deadline for performance of the contract shall be 14 working days from the date of payment of the purchase price and any delivery charges. Payment of the purchase price and any delivery charges may be made by credit card.

PayPal (Europe) S.à.r.l. et Cie, S.C.A.
22-24 Boulevard Royal
L-2449 Luxembourg
Company registration number: R.C.S. Luxembourg B 118 349
Tax number: LU22046007

The maximum delivery time for the products is 14 working days from the date of order confirmation. If delivery cannot be made within this period, the Supplier shall inform the Customer and shall agree on the further course of the order. The products are digital products, only available online, so receipt is via e-mail!

6. Payment

6.1 The fees for the Services described in these Terms are displayed through the Website. However, it should be stressed that the information on the fees, tariffs and payment terms of the service providers referred to on the websites of the partners or their websites is contained on their websites and the User enters into the contract with them when making a purchase or reservation. 

6.2 It should be stressed that the User shall pay the Service fee - unless otherwise agreed by the Parties or otherwise informed by the Website - within 5 days after the Service has been provided (i.e. after the advice and assistance) by bank transfer to the bank account number provided by the Service Provider.

6.3. The Service Provider is also unilaterally entitled to unilaterally increase the above fees each year by the consumer price index (inflation) published by the Hungarian Central Statistical Office (KSH), at the earliest in the month of publication of the consumer price index for the current year.

7. WARRANTY OF TITLE

7.1 The Service Provider warrants that no third party has any rights in the Website or the Services used by the User, which prevent or restrict the use, enjoyment or access to the Services by the User.

8. SCOPE OF THE CONTRACT, BREACH OF CONTRACT

8.1 The User shall be entitled to terminate the contract with the Service Provider with immediate effect without giving any reason, if no advice has been given, otherwise the contract may only be terminated with immediate effect, but in addition, in the case of consumers, the contract may be terminated by termination or withdrawal as provided for in these Terms and Conditions or by mutual agreement.

8.2 In view of the above, it should be emphasised that the User and the Service Provider are entitled to terminate the contract between them by immediate notice of termination addressed to the other party in the event of serious (material) breach of contract by the other party. In the context of termination with immediate effect as described above, a serious (material) breach shall be deemed to be a breach of the following provisions:

8.2.1. infringement of the intellectual property rights of the Service Provider or, in the case of works created by another person lawfully using the Service Provider's works, of another person's intellectual property rights, or breach of the Service Provider's warranty of title as described above;

8.2.2. referring to the Service Provider or another person for reference purposes without permission (including, in particular, referring without the Service Provider's permission to the fact that the Service Provider cooperates with the User or operates a joint venture with the User);

8.2.3. breach of any legal obligation relating to the protection of personal data;

8.2.4. in other cases provided for by law or referred to in these Terms.

8.3 In addition to the foregoing, the above-mentioned contract shall terminate upon the termination or death of the Service Provider or the User without legal succession.

9. COMMUNICATION

9.1 Any statement relating to the contract between the Service Provider and the User shall be valid and enforceable only in writing, provided that it is sent by the Service Provider or the User by e-mail, by registered mail with acknowledgement of receipt, or by hand or courier. Unless otherwise agreed by the Service Provider or the User, individual contractual declarations may also be made electronically (in particular by e-mail), but only the Service Provider shall be entitled to unilaterally amend the Terms. Unless otherwise agreed, the Service Provider and the User shall communicate with each other through the contact persons and contact addresses indicated by them; in the event of any change in these, the respective Party shall inform the other Party without delay.

10. RULES APPLICABLE TO CONSUMERS

10.1. Rules for Users who are considered consumers, and for contracts concluded between absent parties. The Service Provider specifically draws the attention of the Users that the provisions contained in this point 8 apply to the Service Provider's customers who qualify as consumers (Users who qualify as consumers). Consumers are natural persons (consumers) who use the Services of the Service Provider, acting for purposes outside of their independent occupation and economic activity, and - in the cases specifically defined below - organizations. If the User does not qualify as a consumer, but acts, for example, on behalf of/on behalf of a specific company or as an individual entrepreneur (in the interest of his/her own occupation or economic activity), then the provisions of this clause do not apply, however, the User may also indicate his/her objections to the use of the Service in this case. , complaints, comments (inquiries) to the Service Provider at its above contact details, which will try to respond to them within a reasonable time (preferably one month). We would also like to emphasize that the provisions written below apply in many respects only to contracts concluded between absent parties. In this regard, you will find more information below.

10.2. Right of withdrawal/termination in the case of contracts concluded with consumers. The Service Provider draws attention to the fact that the provisions contained in this point apply to Users who qualify as consumers. If the given User is not considered a consumer, he is not entitled to exercise the rights according to Clause 8 of these Terms and Conditions. The Service Provider points out that Regulation 45/2014 on the detailed rules of contracts between the consumer and the business. (II. 26.) According to the government decree, in the cases described below, the User is entitled to terminate the contract concluded between absent parties for the provision of the Service by giving notice or withdrawal without reason. In this connection, it should be emphasized that a consumer contract concluded between absent parties is considered to be a consumer contract which is concluded in the framework of a distance selling system organized for the provision of the product or service according to the contract without the simultaneous physical presence of the parties in such a way that, in order to conclude the contract, the contracting parties only allow communication between absent parties are used (including the contracts for the use of the Services with regard to the contractual relationship of the Parties). The User has the right to terminate without reason within 14 days, if the Service Provider has started the performance of the contract for the provision of the Service at the User's request before the expiry of the above 14-day period. In the absence of such a request by the User, the User has the right to withdraw without reason within 14 days from the conclusion of the contract for the provision of the Service. However, the Service Provider draws your attention to the fact that the User may not exercise his right of termination without reason in accordance with this point in the case of the contract for the provision of the Service after the performance of the Service as a whole, if the Service Provider has started the performance with the express, prior consent of the User (which the User When placing an order, you specify it by placing the order), and the User acknowledges that he loses his right to cancel after the completion of the Service as a whole (acknowledgment is made by placing the order).

10.3. The above notice period expires 14 days after the date of conclusion of the contract (this can be checked by the User based on the Service Provider's e-mail confirming the conclusion of the contract).

10.4. If the User wishes to use the above right of withdrawal/termination, he/she must send a clear statement containing his/her intention to withdraw/terminate (by post or by electronic mail) to the above contact details of the Service Provider.

10.5. The User may exercise the right of withdrawal/termination by filling out the sample withdrawal/termination statement and delivering it to the Service Provider in accordance with the sample withdrawal/termination notice attached as an appendix to these Terms and Conditions.

10.6. The User shall exercise his right of termination within the deadline if he sends his statement before the expiration of the above-mentioned deadline.

10.7. Legal effects of withdrawal/termination. If the User terminates the absentee contract for the provision of the given Service by means of withdrawal/termination as described above, the Service Provider shall immediately, but no later than within 14 days from the date of receipt of the User's withdrawal/termination statement, refund all compensation provided by the User as described below.

10.8. During the refund, the Service Provider uses a payment method that matches the payment method used during the original transaction (chosen in the Order), unless the Service Provider expressly consents to the use of another payment method; due to the application of this refund method, the User will not be charged any additional costs.

10.9. The Service Provider also informs the User that, in the event of the above exercise of the right of termination, if the User terminates the contract for the provision of the Service after the start of performance, he is obliged to pay the Service Provider a fee commensurate with the Service performed up to the date of notification of the termination to the Service Provider. The amount to be paid proportionately by the User shall be determined on the basis of the total amount of the consideration established in the contract plus tax. If the User proves that the total amount determined in this way is excessively high, the proportional amount must be calculated based on the market value of the Service(s) performed up to the date of termination of the contract. When determining the market value, the consideration for the same service of the companies performing the same activity at the time of the conclusion of the contract must be taken into account.

10.10. Users who qualify as consumers and enter into an absentee contract as described above may exercise their right of withdrawal/termination by completing the sample withdrawal/termination statement and delivering it to the Service Provider in accordance with the sample withdrawal/termination notice attached as an appendix to these Terms and Conditions.

10.11. Complaints handling and online dispute resolution. All Users who qualify as consumers may submit their consumer complaints regarding the Service or the Service Provider's activities at the Service Provider's contact details in accordance with point 1 of these Terms and Conditions. You can read more about handling such consumer complaints and resolving consumer disputes below.

10.12. The User may notify the Service Provider in writing (including by post and electronic mail) of his/her complaint, which relates to the conduct, activity or omission of the Service Provider or a person acting in the Service Provider's interest or for its benefit, which is directly related to the provision of the Services to consumers.

10.13. The Service Provider must - unless the directly applicable legal act of the European Union provides otherwise - respond to the written complaint in writing within 30 days after its receipt and take measures to communicate it. A shorter deadline than this can be established by law, and a longer deadline by law. The Service Provider is obliged to justify its position rejecting the complaint.

10.14. The Service Provider is obliged to keep the record of the complaint and a copy of the response for five years and present it to the inspection authorities upon request.

10.15 In case of rejection of the complaint, the Service Provider is obliged to inform the User in writing about which authority or conciliation body he can initiate the procedure with his complaint - according to its nature. The information must also include the headquarters, telephone and internet contact details, and mailing address of the competent authority and the conciliation body based on the User's place of residence or residence. The information must also cover whether the Service Provider uses the conciliation board procedure in order to settle the consumer dispute.

10.16. If any consumer dispute between the Service Provider and the User is not settled by agreement, the following legal enforcement options are open to the User:

10.16.1. Filing a complaint with the consumer protection authorities. If the User notices a violation of his consumer rights, he is entitled to file a complaint with the competent consumer protection authority based on the Service Provider's registered office/branch or the User's place of residence or the place where the violation was committed. After receiving the complaint, the authority decides on the conduct of the consumer protection procedure. The first-level official tasks for consumer protection are carried out by the district offices competent according to the above, a list of them can be found here: https://jarasinfo.gov.hu/. You can read more about the procedure of the consumer protection authority and the complaints procedure of the competent consumer protection authority according to the seat of the Service Provider (with regard to the county of Pest) here:
https://fogyasztovedelem.kormany.hu/#/fogyasztovedelmi_hatosag
https://www.kormanyhivatal.hu/hu/pest/fogyasztovedelmi-informaciok

10.16.2. Judicial proceeding. the User has the right to enforce his claim arising from a consumer dispute before the court within the framework of a civil litigation procedure of the Civil Procedure Code and CXXX of 2016 on the Code of Civil Procedure. according to the provisions of the law.

10.16.3. Appeal to a conciliation body. CLV of 1997 on consumer protection. in the cases specified in Section 18 (1) of the Act, the User is entitled to apply to a conciliation body. In this regard, the Service Provider draws your attention to the fact that the settlement of consumer disputes outside of court proceedings falls under the jurisdiction of the conciliation board. The task of the conciliation body is to attempt to reach an agreement between the parties in order to settle the consumer dispute, and in the event of this being unsuccessful, it makes a decision on the matter in order to ensure simple, fast, efficient and cost-saving enforcement of consumer rights. At the request of the consumer (the User) or the Service Provider, the conciliation body provides advice regarding the rights of the consumer (the User) and the obligations of the consumer (the User). The name and contact information of the conciliation body responsible for the location of the Service Provider:
Pest County Conciliation Board
Address: 1119 Budapest, Etele út 59-61. II. em. 240.
Mailing address: 1364 Budapest, Pf.: 81
Phone/fax number: (+36-1) 269-0703, (+36-1) 784-3076, (+36-1) 784-3149
Email address: pmbekelteto@pmkik.hu
His website: https://www.panaszrendezes.hu/homepage/index.php/elerhetosegeg
You can read more about the process of contacting the conciliation board here: https://www.panaszrendezes.hu/homepage/index.php/panaszkuldes
https://fogyasztovedelem.kormany.hu/#/bekelteto_testuletek

10.17. The Service Provider emphasizes that in the application of the rules relating to the conciliation body - European Parliament Regulation 524/2013/EU of May 21, 2013 on the online settlement of consumer disputes and amending Regulation 2006/2004/EC and Directive 2009/22/EC and with the exception of the application of a council decree - in addition to the above, a non-governmental organization acting in accordance with a separate law, a religious legal entity, an apartment building, a housing association, a micro, small and medium-sized enterprise that purchases goods is considered a consumer in addition to the above , orders, receives, uses, makes use of or is the recipient of commercial communications or offers related to the goods.

10.18. XLVII of 2008 on the prohibition of unfair commercial practices against consumers applies to the Service Provider's activities. no statutory code of conduct is available.

10.19. Online dispute resolution. In addition to the above, the Service Provider undertakes to use the alternative dispute resolution forum to settle their consumer disputes.

10.20. You can access the online dispute resolution platform developed and operated by the European Commission by clicking on the following link:
https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.show&lng=HU

10.21. The use of the online dispute resolution platform requires registration in the European Commission's system, and after logging in, the User can submit a complaint via the website if he was unable to resolve his legal dispute directly with the Service Provider.

10.22. After submitting a complaint, the online dispute resolution platform immediately forwards it to the opposing party. After that, the parties involved must agree on an alternative dispute resolution forum that will ultimately handle the matter between them. The platform informs the parties about the forums that can act in their case. As soon as an agreement is reached on the dispute resolution forum, the online platform forwards the complaint there.

10.23. If the parties fail to reach an agreement within 30 days, or if the platform cannot identify an alternative dispute resolution forum based on the submitted data, which has the authority to act, the complaint will not be processed further.

11. CONFIDENTIALITY

11.1 The Service Provider and the User shall keep confidential without any time limitation any business secrets, non-public data and information, facts, information, other data or compilations (hereinafter collectively referred to as "Confidential Information") concerning the activities of the other Party, which they become aware of in the course of their contractual cooperation, unless the disclosure of the Confidential Information is required by law or by a court or official decision of mandatory application. Furthermore, it shall not constitute a breach of confidentiality if the Confidential Information can be disclosed or made available in the light of these Terms and applicable law (including, in particular, by lodging a consumer complaint with the competent authority, by applying to a conciliation body, by initiating an online dispute resolution procedure, by initiating a dispute, by lodging a complaint or other request with a competent authority, as described above).

11.2 The Service Provider and the User shall not disclose the Confidential Information to third parties or otherwise make it available to such persons without the express consent of the other Party, either during the term of the contract between them or after the termination of this contract for any reason, except for the exceptions and possibilities set out in the above clause.

11.3 In the event of a breach of confidentiality under this Clause, the Party concerned shall be entitled to terminate this Agreement with immediate effect and to claim damages from the Party in breach of confidentiality and to enforce any other rights it may have arising from the breach of confidentiality.

12. INTELLECTUAL PROPERTY, REFERENCE AND DATA PROTECTION

12.1 The Service Provider reserves the right to make changes to the content, structure and design of the Website and the Webshop, including the suspension or termination of the Website and the Webshop and the Services provided through them, which the Service Provider may decide unilaterally. However, the Service Provider shall, as far as possible, inform the User in a contractual relationship with it in advance of any suspension or termination or of any major changes affecting the usability of the Website.

12.2. Any breach or circumvention of these rules (for example: placing an Order by a person who is not a true person or providing fictitious data) shall be grounds for termination or, in the cases described above, for immediate termination by the Service Provider, and the User shall be liable for all damages caused by such breach.

12.3 All trademarks (brand names, logos, etc.) and other intellectual property rights (e.g. design elements) used on the Website and the Webshop or purchased therein are owned by the Service Provider or used by the Service Provider with the permission of the owner. The User may use these intellectual works beyond the scope of making them available to the extent necessary for the proper functioning of the Website and the performance of the contract between the Service Provider and the User only with the prior written consent of the Service Provider.

12.4 The Parties further agree to refer to the other Party as a reference only with the prior permission of that other Party, in accordance with the wording and reference materials agreed in advance.

12.5 For more information on the processing of personal data by the Service Provider and on the data protection rights and remedies of the data subjects, please refer to the Service Provider's Privacy Policy, which is available on the Website.

13. OTHER PROVISIONS

13.1 Any amendment to the contract between the Parties shall be valid only in writing, including, unless otherwise agreed by the Parties or restricted by law, by electronic means (e-mail), and by mutual agreement of the Parties, but may be amended by unilateral decision of the Service Provider, unless otherwise provided for in the Terms and Conditions or restricted by law.

13.2 In matters not regulated by these Terms and Conditions, Hungarian and European Union law shall prevail.

13.3 In the event that a provision of the Terms or of an individual contract between the Service Provider and the User is invalid for any reason, this shall not affect the other provisions of this contract or of the Terms or of any further agreement between the Parties, and the Parties shall immediately amend the invalid provision by a valid provision which is most in accordance with the original contractual intent of the Parties.