TERMS AND CONDITIONS

1. General

1.1. To each offer/order and to the contract, these general terms and conditions shall apply exclusively and to the exclusion of the general terms and conditions of the customer, even if they are contrary to the terms and conditions of the customer, except for deviations agreed upon in writing, which can in no case be interpreted by the customer as a general deviation from the present general terms and conditions applicable to past and/or future commercial relations between the parties. Under no circumstances can AvoidTax’s agreement be inferred from the circumstance that it would have concluded the contract without protesting against the terms and conditions or similar provisions of the customer.

1.2. Each customer, by accepting the offer and/or placing an order, is irrefutably deemed to know and unreservedly accept these general terms and conditions. The nullity / unenforceability of a provision contained in one of the articles of these general terms and conditions shall in no way affect the enforceable character of the other provisions and the provision concerned shall be replaced by AvoidTax by a valid / enforceable provision that comes as close as possible to the intention of the parties.

1.3. In case of conflict between the provisions of an expressly accepted order and those of the present General Terms and Conditions, the provisions of the present General Terms and Conditions shall prevail.

2. Orders, conclusion and performance of the contract

2.1. Photographs, catalogues, or other publicity documents provided by AvoidTax have no contractual value. Quotations remain valid for 30 calendar days. The customer’s acceptance of an offer triggers the formation of the contract between the parties.

2.2. Changes to the agreement must be made in writing and will always be subject to AvoidTax’s prior and express approval.

2.3. AvoidTax delivers its performance in accordance with the criteria of the resource commitment and does not give any guarantee for specific results.

2.4. When placing an order for services and/or signing an offer, the customer acknowledges that he/she has been sufficiently and correctly informed by AvoidTax of all important elements of the services and that he/she has good knowledge thereof.

2.5. The customer undertakes to provide AvoidTax efficiently and free of charge with all information and assistance reasonably required / useful for the provision of the services in the normal way.

2.6. The Customer guarantees that it has all the rights, powers and authorisations required in order to allow AvoidTax to provide the Services.

2.7. If performance is suspended or interrupted due to circumstances attributable to the customer or his appointees, AvoidTax shall determine when it can restart performance of the contract, without any compensation for delay.

2.8. Without being liable for any compensation, AvoidTax may deem that the performance of the contract cannot take place due to external factors beyond AvoidTax’s control and / or due to poor / inadequate information by the customer and / or other default of the customer.

3. Deliveries / Force majeure

3.1. In case of force majeure or an occurrence which reasonably prevents AvoidTax from fulfilling its commitments and which is not imputable to it, AvoidTax reserves the right, respectively, to extend the delivery / performance period or to terminate the agreement with immediate effect, ipso jure and without prior judicial intervention, by registered notice to the customer, without AvoidTax having to prove the unforeseeability of this situation and without being liable for compensation. Force majeure shall include, inter alia, fire, flood, bad weather conditions, war, riot, strike, blockade, forced closure of the enterprise, illness, pandemic, epidemic, accidents, a problem of internal organisation of the enterprise, import or export ban, transport difficulties, delayed supply/lack of supply from suppliers, and all this both at AvoidTax and at the suppliers or subcontractors or other third parties involved as well as defaults by the aforementioned third parties.

4. End of the agreement

4.1. The customer shall have the right to unilaterally terminate the contract subject to full payment of any services already performed and costs already incurred as well as to the payment of a lump-sum and irreducible compensation to AvoidTax of 30% of the price of the undelivered part of the contract as obligatory consideration for the exercise of a unilateral right of termination.

4.2. In case of rescission of the contract at Customer’s expense, AvoidTax shall be entitled to payment of any services already performed and costs already incurred as well as a lump-sum and irreducible penalty in the amount of 30% of the price of the not yet delivered part of the contract, this subject to AvoidTax’s right to greater (damage) compensation if Avoidtax can prove more damage.

4.3. AvoidTax reserves the right, without prior notice of default, to suspend all services as well as to terminate the agreement with immediate effect, by operation of law and without prior judicial intervention or prior notice of default as far as the unperformed part is concerned, by registered notice to the customer, in case of non-payment on the due date of an invoice as well as in case of bankruptcy, partial or total cessation of the customer’s activity, liquidation or insolvency or in case of any change in the customer’s legal situation.

5. Prices and payment

5.1. In the case of composite price quotations, AvoidTax shall have no obligation to deliver a part at a corresponding part of the price quoted for the whole. 

5.2. All invoices of AvoidTax are payable at AvoidTax’s address, in cash and without discount. Each invoice not paid on the due date shall, ipso jure and without prior warning or notice of default, be increased by an interest on arrears of 10% per annum as well as by a damage clause of 10%.

5.3. Upon acceptance of the order, an advance invoice in the amount of 50% of the total value of the order shall be charged, unless the parties agree otherwise.

5.4. All invoices shall be deemed accepted if they are not disputed by the customer by registered letter within eight (8) calendar days of the invoice date.

5.5. Under no circumstances can payments be suspended or compensated in any way without AvoidTax’s written and prior agreement.

5.6. In case of non-payment on the due date of an invoice, any discount granted shall expire and AvoidTax reserves the right, without prior notice, to suspend all deliveries and all invoices not yet due shall become immediately due and payable by operation of law and automatically.

6. Ownership

6.1. AvoidTax retains all intellectual property rights to the software developed by AvoidTax as well as all the elements delivered by AvoidTax during the performance of the Agreement including layout and graphic design and texts irrespective of their nature or form (in a non-restrictive manner: source code, en in html, pages, image files, sounds, videos, software, etc.) (hereinafter “the Information”). Under no circumstances may the Customer derive an intellectual property right of any kind on the Information from the Agreement or its performance, with the exception of the Licence mentioned in Article 6.3.

6.2. AvoidTax retains all ownership rights to the goods/carriers of the Information, until full performance of the agreement and full payment by the customer of all amounts due by him under the agreement, including any costs, interests and damages clause. The risk, including all risks of loss, destruction and damage, of the goods delivered shall pass to the customer as of delivery. Storage of the goods pending collection by the customer shall be at the customer’s risk.

6.3. With respect to the Information, AvoidTax grants to the Customer as from the full payment by the Customer of all amounts due by him under the Agreement, including any costs, interests and damages clause, a non-exclusive and non-transferable right of use in accordance with the modalities of Article 6.4 (hereinafter, the “Licence”).

6.4. Under no circumstances may the Customer rely on the Licence outside its statutory commercial activity. Practically, the customer is prohibited from any type of use or action not expressly authorised by the Agreement, including:

– translating, editing, arranging, modifying or evolving the Information;

– commercialising the Information or any other information based on the Information;

– making the Information available to third parties free of charge or for valuable consideration.

All this by any means (electronic, digital, analogue) under any form (physical or inanimate, written or oral).

All Information shall be considered confidential within the meaning of the Agreement.

6.5. The Licence is not transferable and cannot be the subject of a sub-licence.

6.6. In case of a breach of its obligations under this Article by the Customer – or its director/manager or appointee for whom the Customer acts – the Customer shall be liable to Avoidtax for liquidated damages in the amount of €2,000.00 per breach without prejudice to AvoidTax’s right to be compensated in the amount of its actual damages if such damages exceed the aforementioned liquidated amount and without prejudice to its right to bring other claims such as a cessation claim.

6.7. This article shall remain in force for a duration of 5 years after the end of the contract.

7. Complaints / Liability

7.1. The customer shall be obliged to check the services / their object for conformity immediately upon delivery and shall communicate any complaint to AvoidTax by registered letter at the latest within ten (10) calendar days after the delivery on pain of inadmissibility.

7.2. The customer’s failure to notify a complaint to AvoidTax within the aforementioned period shall be regarded as an unconditional acceptance of the services provided / their subject matter. 7.3. A reaction by Avoidtax to a late complaint shall not affect the aforementioned and shall always be made subject to all rights and without any adverse acknowledgement.

7.4. The notification of a complaint or the refusal of ordered services/items does not, however, suspend the customer’s obligation to pay the invoice.

7.5. AvoidTax guarantees the hidden defects of the services / their object delivered by it that manifest themselves during three (3) months from the delivery. The customer must notify AvoidTax by registered letter of any defect that becomes apparent within one (1) month. Late notification shall imply that the customer is no longer entitled to a warranty.

7.6. If a complaint is found to be justified by AvoidTax, it shall, without being liable for any further compensation, either take back / repair / improve / replace the services and/or goods and/or proceed to receive a refund or partial refund of the price for the non-conforming part of the order.

7.7. If AvoidTax’s liability (whether in respect of its pre-contractual, extra-contractual or contractual liability) is excluded, it shall in any case be limited to covering direct damage, up to an amount equal to the price (excluding VAT) of the services and/or their object for which such liability is excluded. Liability for any form of indirect damage such as purely financial damage, loss of profit, increase of costs, loss of opportunities, loss of customers, loss of working hours, etc. is excluded.

7.8. The customer shall fully indemnify AvoidTax against claims of third parties related to the provided services and/or their object or their use.

8. Miscellaneous

8.1. Those provisions expressly stated to survive the term of the agreement, for whatever reason, as well as those provisions intended to survive the term of the agreement including, without limitation, Article 6 (Ownership) and Article 7 (Complaints and Liability), shall remain in force after the end of the agreement, for as long as necessary for their purpose.

8.2. The customer agrees that the completed project may be included in AvoidTax’s portfolio or used for other promotional purposes, unless expressly stated otherwise in the quotation. AvoidTax reserves the right to place a discreet reference (hyperlink) to its own website for a completed website. AvoidTax is entitled to place the client’s company name on its reference list, together with a brief description of the project completed.

8.3. In the event of any dispute, Bulgarian law, to the exclusion of the Vienna Sales Convention, shall apply.

9. Development of websites

9.1. The websites provided by AvoidTax to customers are compatible with the most recent versions of the following modern browsers: Chrome, Firefox, Internet Explorer and Safari. In each case, this compatibility is limited to a maximum of two (2) years back in time, measured from the entry into force of the Agreement. Under no circumstances can the Customer request that a website delivered be compatible with browsers older than two (2) years. A problem of any incompatibility may in no case give rise to compensation or works to correct the incompatibility or access to the source codes if the browser version is older than two (2) years to be measured from the day of the entry into force of the Agreement.