by
RightWFM Ltd.
Ulitsa Lozenets 17A
1421 Sofia
Bulgaria
1. Scope
1.1 These general terms and conditions apply to all orders for services and/or work performance between RightWFM Ltd. (hereinafter referred to as “we”) and its client (hereinafter referred to as “you”).
1.2 The offer and order or order and confirmation of order are referred to hereinafter as the “Order Document”. The Order Document may also include any annexes to the offer or confirmation of order, which also become an integral part of the Agreement by corresponding reference thereto in the Order Document.
1.3 Our services are provided exclusively based on the present GTCs and the Order Document.
1.4 Your deviating or supplementary terms of business shall only apply if they are expressly accepted in writing by us. The provision of services/work without reservation by us does not constitute an agreement with your terms of business.
2. Conclusion of the Agreement
This agreement becomes effective with the fully signed Order Document, at the latest, however, on the time we start the provision of services/work and your claiming of the benefits.
3. Subject of delivery and performance
3.1 The content of the services to be provided is stated in the specification of services in the Order Document. Where this only specifies functions or tasks, the actual implementation will be at our discretion in accordance with the current state of the art.
3.2 All amendments or supplements to the services requested subsequently by you may only be accommodated by us if you confirm your acceptance of the additional or already incurred costs and any resultant changes to the service provision period or other contractual provisions. We shall not be responsible for any delays arising in the provision of services pending a corresponding decision by you regarding the required changes.
3.3 We provide our services remotely unless otherwise agreed in writing.
4. Delivery and performance period
4.1 Unless otherwise expressly agreed in writing, all dates specified shall be non-binding and only constitute an approximate service provision period.
4.2 If we fail to provide the services by an agreed date, you shall grant a suitable subsequent period of not less than 14 days. If the initial subsequent period expires without completion, you shall be entitled to claim damages. Rescission of the Agreement shall only be permitted once a second subsequent period has expired.
5. Ownership and rights of use
5.1 Except where otherwise agreed in writing, ownership and rights of use in respect of the results of work produced by us in the provision of our services (e.g. documents, process descriptions, scripts and software programs) shall be retained by us. This shall also apply if you have cooperated in the creation of the results of the work.
5.2 If a Contract for the provision of standard software or the use of online services has been concluded between us and you, your rights of use of the results of work shall be governed exclusively by the provisions of said contract. If no such contract exists, we shall grant you the non-exclusive, enduring, irrevocable and non-assignable right to use the services provided and results of work produced under the Agreement to the extent and in the manner apparent from the purpose of the service and the area of use of the results of work.
5.3 The right of use shall be granted on payment in full of the consideration.
6. Use of personnel
6.1 Each party shall be responsible for the selection and use, as well as the supervision, control, monitoring and payment of its own employees.
6.2 In our performance of the order, we shall be entitled to instruct expert subcontractors to provide the agreed service or parts thereof.
7. Confidentiality
7.1 Both parties undertake to treat any information regarding secret know-how or internal operating information of the other party acquired in the course of their cooperation as strictly confidential. This applies in particular to all our information regarding the software, documentation or the data model.
7.2 Both parties shall place their employees (including temporarily employed staff, trainees, etc.) and, where applicable, any subcontractors engaged in the course of implementation of the Agreement, under written obligation to safeguard confidentiality to the aforementioned extent.
7.3 You undertake to refrain from using the know-how acquired in the course of the cooperation for the development of products which may be used as products in competition with those of us.
7.4 We are entitled to mention the project for marketing purposes.
8. Your responsibilities
8.1 You shall, without need for request, make available to us all information and instructions necessary for the provision of the services in good time, i.e. not less than 3 working days before the scheduled implementation date. You shall ensure that the required system environment is available.
8.2 You shall appoint a contact person for the reciprocal agreement and clarification of all issues arising in the course of the provision of the services. Such a contact person shall be authorised to issue all declarations required as interim decisions in the continued performance of the order.
8.3 To ensure the performance of the agreed services, you shall at all times allow us the requisite access to your premises, IT systems and work equipment and shall make the data required for functional tests available.
8.4 Further duties of cooperation shall apply if the service in question can by its nature only be provided by you.
8.5 If you fail to comply with your duties of cooperation in good time and this results in additional expenditure and/or delays, we shall be entitled, notwithstanding any further rights, to demand reasonable changes to the time schedule and the agreed prices and fees. The period for provision of the services shall be extended at least by the period in which you fail to comply with your duties of cooperation as required for the performance of the services by us.
8.6 If you fail to comply with your duties of cooperation or delay acceptance of the services offered by us, we may set a reasonable subsequent period for compliance with its duties of cooperation, on expiry of which we shall be entitled to terminate the Agreement. However, automatic cancellation of the Agreement does not occur on expiry of the period of grace. In addition to partial payment for the work carried out, we may demand damages in this case.
9. Remuneration, ancillary costs, due dates
9.1 You shall pay for the services provided by us according to the actual expenditure based on the Order Document.
9.2 Summaries of expenditure in the Order Document or other service specifications represent only non-binding estimated values for your budget planning purposes and do not constitute confirmation that the services can be provided in full based on the specified expenditure. The sums actually invoiced may therefore be higher or lower. If the estimated expenditure is exceeded, we shall notify you accordingly.
9.3 Per diem rates are based on a day of eight working hours. Invoicing shall be on a pro rata temporis basis for each started hour.
9.4 Travelling time shall be treated as working time. Unless otherwise agreed, travel costs and other expenses will be invoiced according to the actual expenditure.
9.5 In the event of a postponement of agreed services by you within 10 working days before the agreed date, we shall charge 50% of the estimated remuneration for the cancelled date, and 100% within 5 working days.
9.6 All prices are net cash prices free of charges, to which must be added the current statutory value-added tax applicable at the time of provision of the services/work and any other taxes and duties which are levied on the contractual services.
9.7 The services provided shall be invoiced at the start of each calendar month for all services rendered in the previous month.
9.8 All invoices are due without deduction on the invoice date. You shall be deemed to be automatically in default on expiry of 30 days from the invoice date, without the need for any further reminder by us.
9.9 Payments shall be made to the bank account specified on the invoice in such a way that any bank charges are paid by you.
9.10 Only undisputed claims or claims confirmed by a final court judgment shall entitle you to retain or offset payments. A right of retention may, furthermore, only be asserted by you where this is also based on the Agreement.
9.11 In the event of a default in payment and subject to our rights to further damages, we are entitled to charge a default interest of 8% above the applicable interest rate of the European Central Bank for main refinancing operations.
10. Acceptance
10.1 On performance of the services, we shall make the agreed results of work available to you (readiness for acceptance).
10.2 Unless a test of the results of work has been expressly agreed, acceptance of the results of work shall be confirmed by receipt of the results of work without complaint by you. If a separate test has been agreed, this shall be carried out by you within 7 days of readiness for acceptance. Acceptance of the results of the work shall then be confirmed by a text (e-mail) declaration by you on the conclusion of the test.
10.3 If you refuse to accept the results of work for any reason other than a considerable defect, the results of work shall be deemed to have been accepted 7 days after readiness for acceptance.
10.4 Any defects serving to prevent acceptance shall be rectified by us by way of subsequent performance. We shall subsequently make the relevant results of the work available for renewed acceptance. You shall only be entitled to rescission if the subsequent performance has proved unsuccessful at least twice and you can no longer reasonably be expected to allow further subsequent performance measures. Any defects not serving to prevent acceptance shall be recorded in the acceptance declaration and rectified under warranty.
11. Warranty
11.1 We warrant that the results of work to be produced have been provided in accordance with the state of the art and do not contain any defects which invalidate or considerably reduce the value or fitness for purpose as defined in the Agreement. The warranty applies to the final version of the results of work as accepted by you.
11.2 Only defects in the results of work which serve to considerably reduce the value or fitness for purpose as defined in the Agreement shall require us to perform under warranty.
11.3 Any justified defects shall be rectified by us within the warranty period following due notice by repeated subsequent improvement or replacement. If the subsequent improvement or replacement is unsuccessful on at least two occasions and you can no longer reasonably be expected to accept further attempts at improvement, you may, at your own discretion, demand a reduction in the remuneration or rescission of the Agreement, although the latter shall only be permitted in the event of serious defects. This shall not affect your right to claim damages.
11.4 The warranty period begins on the date of acceptance of the services/work and lasts for a period of 12 months.
12. Liability and compensation
12.1 For death, bodily injury or health impairment, as well as for malicious intent and gross negligence, we are liable in accordance with the law.
12.2 We accept no liability for indirect and consequential damages, unless caused by gross negligence or willful misconduct.
12.3 Claims for compensation lapse, unless they are based on intent, within one year of knowledge of the circumstances giving rise to the claim.
13. Force majeure
13.1 Incidents of force majeure (these include circumstances and events, which cannot be prevented by the due diligence of prudent business management) suspend the contractual obligations of the parties for the duration of the disruption and to the extent of its effect. There shall be no further claims.
13.2 Any consequences of a labour dispute for which we are not to blame shall also be considered to be force majeure where they affect our performance of the deliverables.
14. Data protection
If personal data is processed under this Agreement, the parties shall enter into a separate Data Processing Agreement compliant with GDPR.
15. Miscellaneous
15.1 Any amendments or supplements shall only be valid if made in text form (e-mail is sufficient).
15.2 In the event of any contradictions between documents/parts of the Agreement, the provisions contained in the Order Document shall prevail over the provisions of these General Terms and Conditions. The content of annexes to the Order Document shall be subordinate. This Agreement constitutes the entire agreement concerning the subject matter hereof, and no representations have been made to induce the execution of this Agreement.
15.3 If any of the provisions of these General Terms and Conditions should prove to be invalid, this shall not affect the validity of the remaining provisions. The parties in such a case undertake to replace the ineffective clause with an effective one which is as close as possible to the economic purpose of the ineffective clause.
15.4 The Agreement is exclusively governed by Bulgarian Law. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) and references in Bulgarian Law to foreign systems of law shall not apply.
15.5 The place of performance for all obligations under the Agreement shall be Sofia. Each party hereby agrees that the courts of the town of Sofia have exclusive jurisdiction over disputes arising out of this agreement.
