General Terms and Conditions of advertising services’ contracts which are signed by Prodesign Bulgaria Ltd
I. SCOPE
These terms and conditions govern to all Advertising Services Contracts which are signed by Prodesign Bulgaria Ltd. and are considered to be an integral part of them.
These general terms and conditions are mandatory for Prodesign Bulgaria Ltd. (hereinafter referred to as the Contractor) and its clients (hereinafter referred to as the Contracting Authority). Customers are aware that the terms and conditions are available on the official website of Prodesign Bulgaria Ltd.: https://prodesign.wien/de/terms-use
The relations between the Contractor and the Contracting Authorities shall be settled based on the Signed / Confirmed Advertising Service Contract in which the Contracting Authority declares they are familiar with the terms and conditions, certify a consent to comply with them.
In certain cases (when no contract is signed/ confirmed between the two parties), the relations with the Contracting Authority shall be settled only on a prepared offer that is sent from one party to the other party, by e-mail or fax. The submitted offer shall be binding on the parties upon receipt of confirmation by the other party. Confirmation can be sent in writing, email or fax. The confirmed offer is referred to as an Advertising Service Contract signed between the parties. The Contracting Authority agrees with the General Terms and Conditions by confirming the offer that shall be applied in the relations between them and Prodesign Bulgaria Ltd. regarding the performance of advertising materials and / or advertising services, that are considered subject of the offer.
Prodesign Bulgaria Ltd. has the right to reject an Advertising Services Contract or implement an Order/Offer, at its discretion.
In case of a conflict/ contradiction between these General Terms and the Special Conditions specified in the contract between the parties or the confirmed offer, the special conditions shall prevail.
II. DEFINITIONS
In applying and interpreting these General Terms and Conditions and the Advertising Services Contracts, the terms and expressions that are used in the contract will have the following meaning:
“The Contractor” referred to as Prodesign Bulgaria Ltd. with registered office and registered address: City of Sofia, Nadezhda, bl. 327, entrance G, floor 6, apartment 114, UIC 175363803, represented by the CEO, Marian Naydenov.
“The Contracting Authority” referred as individual and legal entity, advertising agency or media that submits to the Contractor a request for an offer or a confirmation of the submitted offer and/ or signed an Advertising Services Contract with the Contractor in cases of manufacturing and/ or delivery and/ or installation of advertising material and/ or implementation of advertising services.
“Advertising Materials” refer to every piece/ object of information, objects, and facilities as advertising images, texts, voiceovers and videos, logos, brochures, leaflets, posters, panels, banners, dynamic advertisements posted on the Internet, advertising facilities, supporting structures, advertising souvenirs, etc. provided by the Contractor according to the order of the Contracting Authority.
“Advertising Services” refers to each service, provided by the Contractor and/or specifically submitted ones in the Advertising Service Contract and/or the AppendixesAnnexes thereto.
“Advertising Services Contract” means;
Any written contract or other contract signed between the Contracting Authority and the Contractor.
An approved offer that is binding on the parties upon a receipt of confirmation from the other party, sent in writing, by email (e-mail) or fax, which contains explicit consent;
exchanged e-mails between the parties from which show that a proposal has been sent.
The Principal agrees to comply with these General Terms and Conditions at the time of the conclusion of the Advertising Services Contract .
“Contractor Wage Rate” - the current prices which the Contractor uses to operate and execute promotional materials as well as provide advertising services, labor costs, delivery, installation, supplies, and any other expenses.
III. ASSIGNMENT. SIGNING CONTRACTS.
The work assignment made by the Contracting Authority to the Contractor shall be done with the singing of an Advertising Services Contract within the meaning of item 5 of Section II of these General Terms and Conditions.
The request for producing of advertising materials and / or advertising services shall be sent in writing by the Contracting Authority to the Contractor by e-mail, fax, return letter or in other appropriate written form, which shall be considered received on the date of their delivery to the Contractor.
The Contractor replies to the Contracting Authority by submitting a specific offer as soon as possible after receiving a request. Upon receiving a written confirmation of the Contractor's offer from the , it is considered that the parties have agreed on all the specifications and an Advertising Service Contract has been signed between them. The advertising materials/services submitted on the contract are assigned as subject to execution by the Contractor. By assigning specific advertising material and/or advertising service, the Contracting Autority agrees with these General Terms and Conditions.
By assigning an Advertising Services Contract, the parties choose a contact list of people which includes their e - mail adresses that are needed for communication and coordination about the project. The Parties agree with all actions that refer to receiving, sending and storying advertising materials and advertising services and related correspondence to be sent as e-documents (electronic documents) within the meaning of Law for the electronic document and electronic signature through the submitted e-mail adresses in the Advertising Services Contract. In case the contract does not consist of e-mail adresses for correspondence, then the previously used e-mails are used for further communication between the parties.
The parties agree that if the letter/ electronic statement which is originated from the email of an employee and/or representative of the Contracting Authority, then the letter will certainly contain a valid sent statement by the Contracting Authority. An electronic statement is considered received if the addressee verifies the receipt.
The Parties agree on all other special conditions in the Advertising Services Contract as well as the attachments of Annexes thereto that include the performance of the advertising materials and/or advertising services, such as the type of work entrusted, specifications, deadlines, contract term, amount of remuneration due., terms of payment, discounts/ surcharges and payment methods, indemnities and guarantees. The current list is not exhaustive.
IV. RIGHTS AND OBLIGATIONS OF THE PARTIES.
Rights and obligations of the Contractor:
The Contractor is obligated to implement the assigned work with the expected quality for this type of activity and as agreed between the parties.
The Contractor is obligated to implement the assigned work on their project, with their materials, technical means, staff, and other necessary objects unless otherwise agreed.
The Contractor has the right to require from the Contracting Authority to provide necessary materials or references such as images, mottoes and messages, graphic and / or textual content, slogans, logos, sound recordings, videos, files and information about the advertising materials’s characteristics such as their format, vision and quality, that is needed for their execution. If the provided materials provided are not in good quality for the implementation process of the assigned work, it is required for new materials to be used to complete the assigned work.
The Contractor is not reliable if any mistakes are contained in the advertising materials, texts, logos, images, provided by the Contracting Authority such as spelling, stylistic, semantic errors, etc.
If changes occur in the advertising materials and / or advertising services mentioned in the contract, the Contractor shall coordinate them in advance with the Contracting Authority;
The Contractor has the right to receive full assistance from the Contracting Authority in order to be able to execute the assigned work on time and according to the confirmed General Terms and Conditions of the contract.
The Contractor is obligated to submit to the Contracting Authority the work performed
The Contractor has the right to receive the remuneration stated in the Advertising Service Contract and/or the annexes thereto.
The Contractor is obligated to provide the Contracting Authority with information on the stage of execution of the assigned work, in cases the latter requests it.
The Contractor has the right to use the ideas, projects, designs, concepts of advertising materials and/or advertising services, their images, sound recordings and video files created by them for promoting purposes/presenting/advertising their activity, without limitation, while simultaneously contributes to the promotion/presentation/advertising of the Contracting Authority’s activity.
The Contractor has the right to delegate part of the assigned work according to the signed contract to subcontract, but remain responsible to the Contracting Authority for the implementation of the contract.
The Contractor has the right to refuse to fulfill his obligations under the Advertising Service Contract in case the Contracting Authority fails to pay the remuneration, within the agreed deadline and/ or if the materials, images, documents, files and data provided by the latter are pornographic content, as well as and if it violates the regulations of the current legislation and morals. In this case, the Contractor is not responsible for non-performance of the contract, shall not owe the Contracting Authority any penalties and/or other damages.
The Contractor has the right not to accept the performance of advertising materials and/or services, the content and/or layout, which according to the Contractor does not meet the moral and ethical norms, as well as contradicts the current legislation of the Republic of Bulgaria, respectively the good morals. The Contractor shall notify the Contracting Authority of its refusal for the reasons stated above.
In case the Contractor fulfil the Advertising Services Contract and / or produces the promotional materials assigned to him and does not receive feedback and / or assistance from the Contracting Authority for their coordination, acceptance and / or receipt of any other assistance necessary for fulfillment of the contract within 5 working days, it is considered that the Contractor has performed the assigned work accurately and correctly, the service is accepted by the Contracting Authority, should be paid by the latter and invoiced by the Contractor.
In case the parties have agreed to process the work in different stages and their implementation requires coordination with the Contracting Authority including instructions/confirmation in order to be completed a particular stage and/or continue with the next stage. If the Contracting Authority does not provide or delay their feedback, then the deadline for the implementation of the following stages is unilaterally determined by the Contractor in view of the changed project schedule due to lack / delay of feedback from the Contracting Authority and the reserved resources (materials, staff, contracts with subcontractors, etc.) for the project by the Contractor.
Rights and obligations of the Contracting Authority:
The Contracting Authority has the right to receive advertising materials and/or advertising services in high quality as agreed between the parties.
The Contracting Authority has the right to take control of the implementation of the assigned work without interfering with the Contractor's activity.
The Contracting Authority has no right to perform the activities assigned to the Contractor as well as perform any corrections and repairs on them, nor assign them to third parties.
The Contracting Authority is obligated to cooperate with the Contractor in order for the latter to be able to complete the assigned work on time in accordance with the agreement between the parties, including to assist the latter, within its competence, to solve problems that are not entirely dependent on the Contractor, as well as solve problems and administrative nature’s requirements or affecting relations with third parties.
The Contracting Authority is obligated to authorize a contact person who has to provide the necessary assistance to the Contractor in the implementation of their assigned work.
The Contracting Authority is obligated to provide the Contractor with the necessary images, advertising motto and messages, graphic and/or textual content, slogans, logos, sound recordings, videos, files and information about the advertising materials and / or project / in an appropriate format, vision and quality /, required for the implementation process of the assigned work. If the latter does not approve the submitted materials, the Contracting Authority has to send the materials in the required quality in order to be accomplished the assigned work.In case that the Contracting Authority does not submit to the Contractor the needed documents, visions, images, texts, logos and any other type of materials and information required by the latter to implement the assigned work within the agreed deadlines, then the deadlines for execution, production, delivery and installation are automatically increased with the delay of the Contracting Authority.
The Contracting Authority is obligated to review the final product for defects and to inform the Contractor immediately in the presence of such
The Contracting Authority is obligated to accept from the Contractor the work which is performed under the contract if it is accomplished/ implemented qualitatively and within the agreed deadlines. If the Contracting Authority does not send written objections within 3 (three) days after the date of acceptance, it is considered that the latter has no objections, approves the performed work and accepts that it has been fulfilled by the Contractor as agreed.
The Contracting Authority is obligated to provide the Contractor with the necessary conditions for the delivery and installation of the advertising materials, access to the particular place for the installation of the advertising materials, placement of equipment and materials, including to provide electricity, to indicate the location on the electrical panel and provide contact with an authorized person to access it for the purpose of normal and timely completion of the installation work. The Contractor is not responsible for connecting advertising materials to non-standard or recycled electrical networks, as well as to those that do not meet the accepted regulatory requirements or if the Contracting Authority has failed to fulfill its obligations under the previous sentence. In this case, the Contractor is not responsible and the Contractor is obliged to accept the installed advertising materials without objection.
The Contracting Authority is obligated to pay the agreed remuneration/price/ in the manner and within the deadlines, under the signed Advertising Services Contract and/or the annexes thereto.
The Contracting Authority is obligated to pay additional costs in favor of state, municipal, etc. services for initiating and finalizing the procedure for legalizing the construction of advertising materials, if necessary.
In case the Contracting Authority demands another Contractor to execute the advertising materials and/or advertising services on a project made by the Contractor, the Contracting Authority shall pay the design work provided by the Contractor, following the current prices set in the Contractor's current Tariff.
V. DEADLINES
The Contractor shall produce the advertising materials and/or perform the advertising services following the deadlines agreed between the parties in the Advertising Services Contract and/or in the Appendixes / Annexes thereto.
The Contractor shall fulfill its obligation to observe the deadlines only if the Contracting Authority has paid the remuneration within the deadline agreed between the parties.
In case the Contracting Authority fails to make the required payments within the agreed deadlines, the Contractor shall have the right to refuse to perform the assigned work.
Change of deadlines is possible only with the express written consent of the parties.
VI. PRICES AND PAYMENT METHODS. EXPENSES.
For the production of promotional materials and/or performance of the Advertising Services Contract between the parties, the Contracting Authority shall pay the Contractor a remuneration/price/ in the amount determined between the parties under the Advertising Services Contract and/or the appendixes/annexes thereto. Prices are negotiable without VAT.
All prices should be offered/ negotiated in Bulgarian levs or euros unless otherwise agreed.
The Contractor's remuneration/price/ shall be paid by bank transfer to a specific/particular bank account, following the agreed terms and deadlines in the Advertising Services Contract and/or the appendixes/annexes thereto.
Unless otherwise agreed, the Contracting Authority is obligated to pay the Contractor no later than 3 (three) days after accepting the work.
The Contractor shall issue an invoice for the received remuneration following the requirements of the Bulgarian legislation.
In cases the invoices are not properly prepared, incorrectly addressed or contain errors or omissions in terms of content or calculation, the Contracting Authority is obliged to notify the Contractor in writing. All invoice amounts are due until the Contractor has subsequently adjusted them.
Unless otherwise agreed, all expenses on production, delivery, and installation of advertising materials and/or performance of advertising services shall be paid by the Contracting Authority and shall be due separately from the Contractor's remuneration.
In case that any additional and necessary expenses, which are not agreed in the Contract, are required for the implementation of the Advertising Service Contract, the Contractor shall notify the Contracting Authority in advance in order to give their opinion on the additional costs within three days. If the Contracting Authority does not explicitly refuse to pay the additional costs, they shall pay them in a period of 7 / seven / days from the notification.
VII. ADVERTISING MATERIALS. CONTENT. COPYRIGHT.
The Contractor performs the assigned advertising materials and/or advertising services on their project, with their materials, technical means, staff, and other necessary means, unless otherwise agreed.
Unless otherwise agreed, the graphic, text, audio and/or video content (materials, information, and documents) required to contain the advertising materials and/or to perform the advertising services should be provided by the Contracting Authority.
Advertising materials requirements:
Unless otherwise agreed, the Contracting Authority is obliged to provide the Contractor with materials, information, documents and necessary data in an appropriate format, vision and quality for the implementation process of the work in high-resolution electronic files, in a reserved font and colors prepared according to the following requirements for acceptable parameters:
Format - * .tif / * .eps / * .cdr
Color - CMYK
Scale 1: 1 (60 to 150 DPI resolution) or
Scale 1:10 (resolution - 400 DPI)
Pantone logo or RAL catalog colors
or required parameters according to the type of material.
The Contracting Authority agrees to provide to the Contractor the abovementioned electronic files during the process of signing the Advertising Service Contract. In case the latter does not approve them, the Contracting Authority shall provide the Contractor with material, information, documents and/or project and data of the required quality in order the assigned work to be accomplished with the set deadlines.
The Contracting Authority declares and warrants that they have all the rights to advertise the submitted name and/or trademark of the products/services which they have assigned to the Contractor for execution of advertising materials and/or advertising services.
The Contracting Authority declares and warrants that the materials, information, documents, documents for the execution of advertising materials and / or services provided by the Contractor are in accordance with the Law on Copyright and Neighbouring Rights, the Law for the marks and the geographic names, the Protection of Competition Act, The Consumer Protection Act, the Anti-Discrimination Act and other applicable law, and that they do not infringe the rights of third parties and that if such claims arise they will be fully and at their own expense.
The Contracting Authority declares and guarantees that the provided materials, information, documents, logos, images, etc. which are required for the execution of the advertising materials and/or services are their property, they own the copyrights and have the right to use and distribute them and / or has settled their relations with the entitled people, as well as that all payments, honorariums and fees have been paid to the rightful persons, according to the Law on Copyright and Neighbouring Rights, the Bulgarian legislation and the Contractor takes no responsibility in using their rights over them and using them to fulfill their obligations under the Advertising Service Contract signed between the parties.
Liability for a violation of the Bulgarian legislation, as well as for possible violations of the rights of third parties, in connection with the Protection of Competition Act and the right to Protection against Unfair Competition, the rights of the Person, Copyright and Neighbouring Rights and the rights of Intellectual and Industrial Property, the Law for the marks and the geographic names, design rights and patent rights of the materials, information, documents, logos, images, etc. provided by him for the execution of advertising materials and/or advertising services, as well as the rights that somehow are (could be) affected by advertising materials and/or advertising service performance by the Contractor in accordance with the Advertising Service Contract, the Contracting Authority entirely takes the liability.
The Contractor reserves the rights occurred from the advertising materials and/or advertising services produced by them, as well as all the works created by them in the process of implementing the assigned work, including not only offers, ideas, projects, concepts, images, music works, sound recordings, videos, programs, software and any works or parts of them, and their submission to the Contracting Authority does not allow their free use by third parties, their rental, or their use in the form of license or strike a bargain with them according to Bulgarian legislation, unless otherwise agreed between the parties. For the avoidance of doubt, any information, offer or idea materialized in the materials provided by the Contractor are works protected by the Law on Copyright and Neighbouring Rights, the Law for the marks and the geographic names, the Patents and Utility Models Registration Act and the Industrial Act design, and the Contractor reserves the rights to them.
VIII. INSTALLATION. WARRANTY LIABILITY.
The Installation is performed by Contractor employees and/or subcontractor(s) selected by the latter.
Installation is performed at the place which is agreed with the Contracting Authority, taking into account the climatic conditions.
The Contractor may refuse to install if the temperature of the installation site is lower than 10 degrees and higher than 25 degrees Celsius and/or the weather conditions do not allow the installation to be performed/ during storm, snow, rain, wind or other/. In this case, the Contractor is obliged to install on the following day, if it is suitable for implementing the installation.
In case of occurring days in which atmospheric conditions do not permit installation, do not refer to a delay of the project. Extension of the execution period, respectively, on the days during which such circumstances occurred the Contractor's activity shall not be considered as delay in the implementation process.
In case that the Contracting Authority requires additional installation work for services that are not included in the Advertising Services Contract, they shall be discussed and agreed between the parties in writing by appendixes and/or annex to which the clauses of the signed contract shall apply accordingly unless otherwise agreed.
The acceptance of the installation shall be made on the day of completion of the installation and shall be certified by an acceptance protocol by the parties. All remarks and claims of the Contracting Authority that occurred after this day, except for the ones which are covered by the provided insurance, do not apply to this contract.
The Contractor accepts the guarantee and provides warranty service of the advertising materials, for the entire warranty period agreed in the Advertising Services Contract and/or the appendixes/annexes thereto, as of the date of signing of the acceptance and delivery protocol for the completed installation. The Contractor is obligated to provide warranty support for promotional materials in a form and condition which is appropriate for their intended purpose.
The guarantee is not valid under force majeure circumstances (natural disasters, earthquakes, fires, extremely high or extremely low temperatures, floods, high winds and torrential rains or extremely high humidity, as well as strikes, riots, civil disobedience, etc. ), as well as damaging advertising material and their integrity when it results from third party culpable conduct (attack in the form of theft, breaking, cutting, repair activities by persons unauthorized by the Contractor, problems in electricity panel, changes in the electrical system of the facility, stealing items, etc.).
IX. LIABILITY FOR FAILURE. LIMITATION OF LIABILITY
If not otherwise agreed in the Advertising Services Contract, the parties are obligated to respond to each other as follows:
In case the Contractor is not capable of executing the advertising materials and/or advertising services within the agreed deadlines, he shall pay the Client a contractual penalty of 0.2% of the total amount of the due remuneration, for each day of delay, but not more than 10% of the total amount that is owed.
If the Contracting Authority fails to pay the Contractor the due remuneration within the agreed deadlines, and if he fails to fulfill any of his contractual obligations within the agreed terms, he shall pay the Contractor the greater of the two amounts – a contractual penalty of 0, 2% of the total amount of remuneration due, for each day of delay or the statutory interest for each day of delay, as of the due date payment.
In case that the delay under the preceding provision lasts more than 20 (twenty) days, the Contractor has the right to terminate the Advertising Service Contract with a unilateral written statement of termination without notice, as well as to receive a penalty of 10% of the value stated in the contract.
In case that the Contracting Authority withdraws from the contract/order for reasons which do not depend on the Contractor, the latter has the right to receive a contractual penalty of 30 / thirty /% of the total amount of the agreed remuneration, in accordance with the Advertising Service Contract as well as the Advertising Service Contract –and the annexes thereto.
If the Contractor has accomplished part of the assigned work and its further implementation proves impossible for reasons which the Contractor and the Contracting Authority are not responsible for, the Contractor has the right to receive from the Contracting Authority the value of the performed work so far.
If the Contractor has accomplished the assigned work and its further execution proves to be impossible or delayed due to the reason which the Contracting Authority is responsible for and the delay is more than 5 / five / days after the deadline agreed in the Advertising Service Contract, the Contracting Authority is obligated to pay the Contractor the total amount of the agreed remuneration. In this case, the Contracting Authority is obligated to pay the latter a rent for storage of the advertising materials in the Contractor's base, depending on the volume of advertising materials, for each day of stay. The prices which the Contracting Authority is obligated to pay are determined by the Contractor.
The payment of a penalty and / or compensation by either party does not provide a liability’s limitation on their obligations which are included in the Advertising Services Contract and these General Terms and Conditions as well as does not deprive the other party of the possibility of seeking full compensation of damages - actual losses suffered and / or lost which amount is less the amount of the penalty.
The Parties unconditionally agree with all clauses of these General Terms and Conditions for Advertising Service Contract, which provide payment of penalties, shall retain their action and bind the parties even after its eventual termination due to default.
In case of a force majeure, neither party shall be liable for the failure of the obligations or the faulty performance of its obligations undertaken under these General Terms and Conditions or in an Advertising Services Contract. Where the Contractor is unable to fulfill his contractual obligations due to force majeure, the Contracting Authority is obligated to remuneration only for the contractual obligations which they have fulfilled. Force majeure liability for monetary default is not applicable.
In case a Force Majeure occurs, the Party is obligated to notify the other Party and take all reasonable measures to limit or make a correction on the consequences of the event, following the Commercial Act.
The Contractor shall not be liable for failure to fulfill their obligations which are stated in the Advertising Services Contract, in case of complete, partial destruction or damage of the advertising materials and / or advertising services due to force majeure, including the actions of third parties.
The Contractor shall not be liable for non-fulfillment if new or different requirements are introduced during the validity of the Advertising Service Contract, and if there are any changes in the normative requirements for the assigned work that make it impossible to perform and / or use it ѝ according to contractual purpose. In this case, the Advertising Services Contract may be unilaterally terminated by the Contractor, as the latter is not obligated to pay a contractual penalty or any compensation, but only to return that part of the remuneration which he did not perform work for.
The Contractor shall not be liable for failure to fulfill obligations stated in the Advertising Services Contract as well as for failure to provide services in the event under circumstances and accidental events beyond The Contractor’s control - meteorological conditions, technical damages and / or actions of third parties that cause the visualization / broadcasting to stop or become impossible, power supply errors, enacted acts of state authorities, compliance with legal norms or licensing conditions, fulfillment of the responsibility for informing the public, events occurred in the provision of services by third parties. In case of unauthorized access or third party intervention in the functioning of an information system, and other unforeseen and/or unavoidable event or cause beyond the control of the Contractor.
X. DURATION OF THE CONTRACTS. TERMINATION OF THE CONTRACT.
The duration of the contract shall be defined in the Advertising Service Contract. In case of confirmation of an offer, from that moment on a contract is considered as being concluded and a deadline is defined for the implementation of the assigned work stated in the contract.
The term of the Advertising Services Contract shall be terminated:
with its implementation.
by mutual written agreement by the parties.
with one month's notice from one of the parties;
unilaterally on behalf of the Contractor with a written statement without notice in case of continuous failure of any of the obligations on the part of the Contracting Authority. Under these General Terms and the Advertising Service Contract, a continuous default is considered a delay of more than 20 / twenty / days on any obligation, with a term for implementation , or if within 5 / five / days, after a written notice of breach of contractual obligation by the Contractor to the Contracting Authority, the latter has not ceased its default. In that case, the termination shall take effect from the moment when the Contracting Authority receives a written notification from the Contractor.
in other cases which are included in these General Terms and / or in the Advertising Service Contract.
In case of early termination of the Advertising Service Contract, at the initiative of the Contracting Authority, the latter is obligated to pay the Contractor the total amount of the remuneration agreed in the contract.
In the case of one of the parties fails to fulfill the agreed General Terms and Conditions of The Advertising Service Contract, the other party has the right to terminate the contract.
XI. CONFIDENTIALITY
Parties and their employees may receive data and information about each other’s manufacturing and commercial practices in the process of signing and executing the Advertising Services Contract (confidential information).
The parties have the right to use the confidential information only for the fulfillment of their obligations under the Advertising Service Contract, the appendixes and the annexes thereto.
In accordance with these General Terms and Conditions, "confidential information" is information that each party received in the occasion of or in connection with the fulfillment of the Party’s obligations in the signed Advertising Services Contract, including information of the content of documents, concepts, ideas, events, conversations, methods of communication, work methodology used or created by the Disclosing Party and any data or information that is in possession of the Disclosing Party and has become noticed by the Receiving Party, but is not generally known to the public, whether tangible or intangible no matter their releases and recognition, including but not limited to: intellectual property, know-how, registration data, scientific data, development plans, sales or marketing plans or strategies, product technology, product composition, research methods, as well as other organizational, marketing, commercial, financial, economic, scientific, registration, administrative, technical data, as well as strategies and plans for the Disclosing Party or its products. Production and commercial information that may be used in a way that favors the other party's competitors is considered to be confidential information, including marketing studies and data, strategies and concepts, technologies, workflows, production and financial data, counterparty and customer data of the Disclosing Party and its organizational and legal structure, and any financial and business-related information it may use could cause harm to that country.
The confidential information which is referred above to includes, but is not limited to, all information normally considered confidential or acknowledged as such due to its nature, provided by the Disclosing Party in a written, graphic or electronic form, verbally or otherwise or obtained from observations during visits to the Disclosing Party.
The content and the terms included in the Advertising Services Contract are only available to the parties and are confidential information.
The Contracting Authority agrees not to disclose, expose and use in its future activity or to give confidential information to another person during the validity of the Advertising Services Contract, and after its expiration. The Contracting Authority has no right to disclose confidential information, trade and / or production in secret of the Contractor without the express written consent of the Contractor. In case of non-fulfillment of these obligations, the Contracting Authority is obligated to pay the Contractor a penalty in the amount of 10,000 / ten thousand / euro, the penalty shall be applied to each infringement. If the Contractor is caused to a greater extent, he is entitled to compensation for actually suffered damages over the amount of the penalty.
The Contracting Authority is obligated to not release any confidential information to any third party in any form as well as require from its representatives, employees and related people to respect the same confidentiality restrictions.
The Contracting Authority is obligated not to provide documents, offers, annexes to the Advertising Services Contract their copies or parts thereof and other objects, protected by the Bulgarian legislation /in case of being provided by the Contractor/ to third parties, not to perform actions through them announce to a wide range of persons and / or transfer them to third parties .
Actions in violation included in this section will be considered as a violation of the Bulgarian legislation as well as moral hazard. The Contracting Authority agrees to compensate the Contractor for any damages, losses or expenses occurred as a result of failing to fulfill the provisions of these General Terms and Conditions and as a result of the rights of good commercial practice.
Following the purposes of this section, the "Disclosing Party" is the party that releases a Confidential Information and the "Receiving Party" is the party which the confidential information is shared with. For the avoidance of doubt, the Receiving Party shall also include its intermediaries, employees or professional consultants.
XII. OTHER TERMS AND CONDITIONS
These General Terms and Conditions, along with the Advertising Services Contract and its Appendixes / Annexes, constitute a complete agreement between, which repeals all other agreements and arrangements, both in written and verbal, between the parties which contradict with this whole contract.
By accepting these General Terms and Conditions, the parties declare that they have signed them at the same time assigning the Advertising Services Contract.
All obligations and responsibilities of the Contractor are included in these Terms and Conditions and stipulated in the Advertising Services Contract, as well as the imperative provisions resulting from the law, and no other conditions are considered to be mandatory the Contractor.
Each Party signed under these General Terms and Conditions and Advertising Service Contracts is obligated not to damage the other party’s reputation/ name and / or its employees, and to require from its employees and subcontractors to comply with the obligations under this Article.
Changes in the national or European legislation concerning advertising materials and/or advertising services shall apply to already signed Advertising Service Contracts but not yet executed, unless otherwise provided by law or if the changes are not mandatory. In the latter case, the changes shall apply only if the Contractor has explicitly requested so. In this case, the implementation of the requested advertising materials and / or advertising services is delayed for as long as is necessary to fulfill the requirements of the law.
These General Terms and Conditions may be amended or amplified unilaterally by the Contractor. The amended and / or amplified Terms and Conditions shall be published on the website of Prodesign Bulgaria Ltd. - https://prodesign.wien/de/terms-use ... If within 7 / seven / calendar days from the change of these General Terms and Conditions is not sent an explicit unacceptance of the change by the Contracting Authority who have already accepted the General Terms and Conditions, it is considered that the latter accept them and the current General Terms and Conditions will be applied in their subsequent legal relations.
The invalidity of any provision of these General Terms and Conditions does not invalidate other included provisions.
In case of a conflict between clauses of the various documents which entirely form the contract, the clauses of the documents shall prevail in the following order:
Appendixes to the Advertising Services Contract and its Annexes;
Advertising Service Contract;
The Current General Terms and Conditions
All disputes occurred out of / under these General Terms and Conditions, as well as from the signed Advertising Services Contract, including the disputes occurred or related to their interpretation, invalidity, performance or termination, as well as disputes in relation with amplifying or adaptation to new circumstances will be resolved by the parties through negotiations and, if it is impossible to reach an agreement, by the competent Bulgarian court.
The provisions of the effective legislation of the Republic of Bulgaria shall apply to the outstanding issues.
In case of any discrepancy between the English and Bulgarian versions of this General Terms and Conditions, the English version shall prevail.
