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Erste Bank
Version of October 3rd 2024
1.1. These General Terms and Conditions (GTC) shall apply to all products and services provided by SAFEX Ltd. (hereinafter referred to as the "contractor") to business customers, including merchants, legal entities under public law, and special public sector funds (Section 298, Par. 1 of the Bulgarian Commercial Law, as well as applicable European Union regulations and directives).
1.2. Any deviating general terms and conditions proposed by the client shall only be binding if explicitly acknowledged in writing by the contractor. In the absence of such explicit acknowledgment, no implied acceptance shall apply, even if the contractor does not explicitly reject such deviating terms. Any modifications or additions shall only be valid for the specific transaction for which they were agreed in writing.
2.1. All quotations provided by the contractor are binding for the validity period specified within the quotation. A contract is only concluded once the contractor has issued a written acceptance of the order, which may be provided via email.
2.2. The contractor shall not be liable for any orders placed orally, by phone, or through any other informal means without subsequent written confirmation. Any changes or supplements to the quotation or the order must be made in writing to be effective. Oral agreements are explicitly excluded, and any deviation from the written requirement must also be confirmed in writing.
3.1. The contractor retains the legal rights of ownership and copyright in all quotations, drafts, and other documents provided. These materials must not be disclosed to any third parties without prior written consent.
3.2. Software products bearing an identical licensing number may only be installed on a single system unit. Without written consent from the contractor, the client shall not decompile, reverse engineer, or otherwise modify any software products.
3.3. The client is permitted to make a backup copy of each software product. The client must ensure that all alphanumeric designations, trademarks, and copyright notices are copied without alteration, and must maintain records of the locations of all copies. The contractor reserves the right to inspect these records. Reproduction of the accompanying documentation is prohibited.
3.4. The client shall ensure indefinitely that software products, any copies thereof, and related documentation are not disclosed to third parties without prior written consent from the contractor.
3.5. For any custom-developed components explicitly commissioned by the client, the contractor retains ownership of all intellectual property rights unless otherwise agreed in writing. The client shall receive a non-exclusive, non-transferable license to use the custom-developed components strictly for internal purposes.
4.1. All prices are net and do not include applicable VAT or any other taxes. Discounts are not applicable unless expressly agreed in writing.
4.2. Invoices are due and payable in full within 30 days of the invoice date. The client shall only be entitled to set off against legally established or uncontested counterclaims.
4.3. Until the agreed price is paid in full, all goods remain the property of the contractor (conditional goods). The client may use these conditional goods but must treat them with care. In the event of claims by third parties (e.g., attachment or seizure), the client shall inform the third party that the goods are owned by the contractor and shall immediately notify the contractor of such claims.
4.4. In the event of late payment, the contractor reserves the right to charge interest at the rate of 5% per annum above the base interest rate of the Bulgarian National Bank. The contractor may also recover any reasonable costs incurred in pursuing the overdue payment.
5.1. Software developed by the contractor may only be run on an operating system that has been tested and approved by the contractor. The contractor shall not be liable for any damage resulting from a violation of this provision.
5.2. Licensed software products, including any successor versions and associated documentation, may only be used on the server or workstation on which they were initially installed. The software products may be copied solely for backup purposes, and such copies must include the proprietary notice from the original version. These copies are intended for use only on the original server or workstation.
5.3. The client shall take all necessary measures to protect the software products from unauthorized third-party access. Individuals authorized to exercise the client's rights of use are not considered third parties. This condition applies to both licensed and unlicensed software.
5.4. All rights of exploitation in the software remain with the contractor. If the client violates these licensing terms, the contractor reserves the right, following a formal warning, to terminate the licensing agreement and demand the return of the software and all related parts and copies. No refund of the licensing fee shall be provided under such circumstances. This also applies in cases of infringement involving unlicensed software.
5.5. The license is deemed granted upon receipt of full payment for the software product. Following payment, the contractor may use the client's logo for reference purposes.
6.1. The content of consulting services shall be agreed upon in the consulting agreement. Consulting services always relate to a specified period and not to the complete achievement of a defined objective. The contractor will nevertheless attempt to achieve the defined objective within the specified period. Consulting services are always provided by the contractor and not by a specific employee.
6.2. The client shall bear sole responsibility for any actions and results deriving from a consulting service.
6.3. The client shall be obliged to request the consulting services defined in the consulting agreement until the end of the consulting agreement. Otherwise, the consulting services shall be deemed as having been rendered by the contractor without proof being required on the part of the contractor.
6.4. The client shall specify competent contact persons who shall provide all information and assistance necessary for rendering the relevant services in due time. Any delays incurred due to the late provision of information shall be charged as waiting time—on the same basis as consulting services.
6.5. The contractor will only be liable for damage claims resulting from a violation of duties in connection with consulting services if based on gross negligence or intent. Reimbursement is limited to damages that can be reasonably expected in the usual course of affairs. The reimbursement does not cover any economic losses.
7.1. The contractor guarantees that all supplied programs have been developed and tested to the best of its knowledge and ability. If any defects occur during the normal operation of the programs under the operating conditions specified by the contractor, the client may request defect removal as part of supplementary performance.
7.2. The contractor shall provide the client with confirmation of recorded defects within 2 hours on working days during business hours from 8:00 to 16:00. Rectification will be carried out as quickly as possible, using all information provided by the client regarding the program platform, computer environment, and interface files, provided the defect can be reproduced and understood.
7.3. The contractor does not assume any liability for expenses incurred in connection with a failure of the programs. Furthermore, the contractor is not liable for errors or problems resulting from improper or undocumented use of the programs.
7.4. The client's right to claim damages or cancel the contract following failed supplementary performance, including the supplementary performance itself, is time-barred after one year from the date of delivery of services.
8.1. Unless explicitly stated otherwise in these General Terms and Conditions, all other claims against the contractor beyond the supplemental performance and compensation claims explicitly mentioned herein are excluded. This specifically applies to claims for damages arising from breaches of contractual obligations and liability in tort. The contractor shall not be held liable for operational disruptions, loss of information or data, lost profit, indirect, or consequential losses incurred by the client.
8.2. The liability limitations stated above shall not apply in cases of intent or gross negligence by the contractor's legal representatives or management staff. In the case of a breach of material contractual obligations, the contractor shall only be liable for damages typical of the type of contract and reasonably foreseeable at the time of contract conclusion. Any liability for minor negligence shall be excluded except in cases where mandatory statutory provisions require otherwise. The contractor's liability is strictly limited to direct damages only, excluding any indirect or consequential damages.
8.3. Furthermore, the liability limitations shall not apply in cases where liability is established under product liability law for personal injury or property damage to privately used items resulting from defective goods. They shall also not apply in the case of injury to life, limb, or health, or where guaranteed characteristics are lacking if the guarantee was intended to specifically protect the client from losses beyond the delivered goods themselves.
8.4. Where liability is excluded or limited, this limitation also applies to the personal liability of the contractor's salaried employees, wage earners, staff, legal representatives, and auxiliary persons.
8.5. These liability provisions shall not affect the legal provisions regarding the burden of proof.
8.6. The contractor shall not be liable for any damages or losses resulting from third-party products or services integrated into the contractor's products. The client acknowledges that the contractor is not responsible for the performance, security, or compliance of such third-party components.
9.1. If a third party asserts claims against the client due to a violation of industrial property rights or copyrights (hereinafter referred to as "industrial property rights") related to the products or programs provided, resulting in an impairment or prohibition of their use, the contractor, at its option and expense, will take one of the following actions:
9.2. For the contractor's liability to apply as per Section 8.1, the client must notify the contractor immediately in writing of any claims asserted by third parties due to a violation of industrial property rights. The client must not acknowledge the alleged violation and may only handle disputes, including potential out-of- court settlements, in consultation with the contractor. If the client ceases use of the products/programs to mitigate damages or for other reasons, they must inform the third party that the cessation does not constitute an acknowledgment of the alleged violation.
9.3. If the client is responsible for the violation of industrial property rights, any claims against the contractor as per Section 8.1 are excluded. This exclusion also applies if the violation is due to specifications provided by the client, to an unforeseeable application by the client, or changes made by the client or in conjunction with other products/programs not supplied by the contractor.
9.4. Any further claims by the client related to a violation of third-party industrial property rights are excluded. However, the client's right to cancel the contract and the rights provided under Section 7 remain unaffected.
10.1. The place of jurisdiction for all disputes arising from the business relationship with the contractor shall be Plovdiv. All disputes shall be interpreted in accordance with Bulgarian law, unless both contractual parties agree otherwise based on the specifics of a particular case.
11.1. The contractor is committed to ensuring the protection of client data in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR). All personal data collected will be processed in accordance with these laws, and the client has the right to access, correct, or request deletion of their data at any time.
11.2. The contractor shall implement appropriate technical and organizational measures to protect personal data against unauthorized access, alteration, disclosure, or destruction.
12.1. The contractor shall not be liable for any delay or failure to perform its obligations under these General Terms and Conditions due to events beyond its reasonable control, including but not limited to natural disasters, acts of war, terrorism, labor disputes, government regulations, or other unforeseeable events (Force Majeure). In such cases, the contractor shall inform the client as soon as reasonably possible and make efforts to mitigate the impact.
13.1. Either party may terminate the agreement by providing written notice of 30 days in advance if the other party materially breaches any of the terms and fails to remedy the breach within 14 days of being notified in writing.
13.2. Upon termination, the client shall immediately cease using the contractor's products and return or delete any copies, including related documentation. Any outstanding fees shall remain due and payable.
14.1. The contractor will provide maintenance and support for the supplied software in accordance with the service agreement level selected by the client. Maintenance includes bug fixes and minor updates but does not cover major upgrades or additional features.
14.2. Support requests shall be addressed based on the service level.
14.3. The contractor will use commercially reasonable efforts to respond to and resolve issues promptly, according to the service level chosen by the client. Any support beyond the agreed-upon level will be charged at the contractor's prevailing rates.
15.1. The contractor reserves the right to update these General Terms and Conditions from time to time. Any updates will be communicated to the client in writing or via an agreed communication channel at least 30 days before the changes take effect. The client shall have the right to agree to the updated terms or discontinue services without penalty within this period.
16.1. These General Terms and Conditions, together with any applicable license agreements and service agreements, constitute the entire agreement between the parties regarding the subject matter herein. In the event of any inconsistency between these terms and the specific terms set forth in a license or service agreement, the specific terms shall prevail.
If you have any questions about these General Terms and Conditions, you can contact us:
SafeX™ is proud to collaborate with some of the most respected organizations worldwide. Our trusted partners ensure secure and efficient data exchange across industries.
