General Terms

 I. SUBJECT

The Client assigns, and the Contractor accepts, to perform System Integration by building an integrated business management system for the Client based on the software product "PLANA Business Cloud," which operates on the "Odoo Community Edition" under the GNU LGPL (GNU Lesser General Public License). This includes additional modules developed and licensed by the Contractor, hereinafter referred to as the SYSTEM. The Contractor is obligated to maintain all licenses for the SYSTEM, as per the previous sentence, for the entire duration of this contract and/or for the entire period of its maintenance, whichever occurs later.

The Client assigns, and the Contractor accepts, to maintain the SYSTEM under the conditions of this contract.

The general framework for the implementation of System Integration, the necessary activities, costs, and deadlines are described in the Offer (Sale Order) under this contract, hereinafter referred to as the OFFER – an integral part of this contract.

The Client receives access to the Support Center (Technical Service), through which all changes, completed requests, new request calculations (estimations), and acceptance of completed work—where applicable—are recorded and performed.

 II. OBLIGATIONS OF THE CONTRACTOR

1. To ensure the organisational structure of the Project by appointing, providing, and maintaining an implementation team throughout the contract period, including designated personnel for contact, coordination, and execution of the project.

2. To implement the SYSTEM in a fully functional manner, in collaboration with the Client, in accordance with the Project, by:

  • Installing and configuring the basic software.

  • Installing the SYSTEM, performing the initial setup, and bringing the SYSTEM to a Ready-to-Work mode, including testing.

  • Training the Client's personnel on how to use the SYSTEM, according to the Project.

  • Reporting activities through the project management module within the Contractor’s SYSTEM via the Technical Council. Named user licenses for access to the project management module will be provided and maintained.

3. To execute the assigned work as per the requirements outlined in the Project.

4. To maintain the SYSTEM by:

  • Providing consultations on operational matters related to SYSTEM usage.

  • Proposing and implementing modifications or enhancements due to legislative changes, in accordance with legal deadlines applicable to the SYSTEM’s functionalities.

  • Timely resolving system bugs and software errors.

5. The Contractor undertakes not to disclose or distribute any data or information about the Client or its business, acquired before or after signing this contract, in order to protect trade and corporate secrets and safeguard the Client’s interests.

6. The Contractor is obliged to strictly comply with data processing obligations under Section X of this contract and the General Data Protection Regulation (GDPR).

7. The Contractor may develop additional software (custom module improvements requested by the Client) based on a Project Specification prepared by the Client and an Additional Agreement to this contract.

III. OBLIGATIONS OF THE CLIENT

1. To provide the necessary technical infrastructure, including computer workstations with basic software and a network infrastructure meeting the minimum technical requirements for SYSTEM operation, as a prerequisite for Project implementation.

2. To ensure the organisational framework for the Project by:

  • Appointing an initial implementation team, including contact persons, coordinators, and project execution personnel.

  • Adapting work instructions, document flow, data, users, and user roles in accordance with the Project's requirements and agreed deadlines.

  • Providing users for SYSTEM training, as per the training programs.

  • Ensuring proper SYSTEM operation by assigning competent personnel for its administration.

  • Notifying the Contractor in advance if new employees require SYSTEM training.

3. To refrain from distributing the software products developed and provided by the Contractor, as well as any other confidential information acquired during the contractual relationship, to third parties without the Contractor’s written consent.

4. To pay the Contractor the agreed price within the specified deadlines, as per this contract’s terms.

IV. STAGES, DEADLINES, ACCEPTANCE, OPERATION, AND DEVELOPMENT OF THE PROJECT

1. The execution of the contract is carried out in stages according to the Project. The Contractor, together with the Client, conducts a study of the activities and needs, prepares a detailed Project with its stages, specific deadlines for implementation, and responsible parties from both sides. They define the processes and decisions, the necessary basic software, the hardware system requirements of the Client, a training schedule, and all organisational tasks related to the implementation of the Project.

2. The Project is managed according to the following organisation:

 2.1 Implementation Team 

The Client and the Contractor each designate an Implementation Team, consisting of:
    • A Project Manager
    • Representatives for contact, coordination, and project execution

    The Project Managers from both parties are listed in the contract upon signing.

     2.2 Technical Council 

    The two Implementation Teams form a Technical Council, which:

    • Coordinates the work on the Project’s implementation
    • Discusses expert matters and issues that arise during execution
    • Makes decisions to resolve problems 

    The Technical Council makes decisions and finalises stages from the Macro Framework (WHEN APPLICABLE) of the Project. Either party can convene a Technical Council meeting by sending an email invitation and an agenda at least three business days in advance. The date of the invitation is considered the official deadline for reporting a stage, regardless of when the meeting actually takes place.

     2.3 Acceptance of Work, Services, and Consultations

    Work completion is accepted by updating the task status in the Client’s project management system.
    Stage acceptance is performed by the Technical Council, with the corresponding stage archived online in the Contractor’s system.
    Payment of an invoice is considered acceptance of the respective project stage.

     2.4 Problem Resolution

    If issues arise during the project—delays, rejection of a stage or work, risks of missed deadlines, or other obstacles—the responsible Implementation Team Leader convenes the Technical Council. The Council discusses and resolves the issue in good faith and in the interest of both parties to restore normal project execution with minimal deviation from the planned schedule.

    The completion of a given project stage serves as the basis for launching the next interconnected stage. If a delay occurs, it is recorded in the project management system, and the Technical Council decides on necessary corrective actions. If compensation for the delay without quality compromise is impossible, the next stage is postponed accordingly.

    4. System Maintenance and Updates

    The system’s maintenance and updates include:

    • The Contractor prepares and proposes modifications when legal changes occur.
    • The Contractor notifies the Client of new functionalities electronically.
    • The Client accepts or declines updates electronically.
    • The Contractor provides phone or electronic consultations.
    • The Contractor is responsible for resolving system issues upon the Client’s electronic notification, with problem description and desired resolution timeframe. Issues are categorized with the following response times:
      • Critical – up to 2 hours (completely inaccessible or non-functioning system)
      • Non-critical – up to 48 hours
      • Improvements – not affecting normal system operation, resolved by agreement

    5. Additionally, upon written request, the Contractor can assign a team to provide legal and accounting consultations, conduct research, and prepare business solutions related to the Client’s activities at the applicable consulting rates. Each consultation requires a separate agreement between the parties.

    6. New tasks assigned to the Contractor that lead to or involve creating entirely new system elements, including modifications to existing ones, are carried out through a Project Assignment, prepared by the Client and formalized by an additional agreement specifying deadlines and corresponding costs.

     V. PRICES AND PAYMENT TERMS

    1. The total contract price for all elements is specified in the Offer. All amounts are in EURO, excluding VAT. The payment for the installation of the Plana Business Cloud software, as specified in Appendix No. 1, is made within three (3) business days after signing the contract, according to the payment scheme described in the Offer (Appendix No. 1), which is an integral part of this contract.

    2. The payment for Consultations and Services under Appendix No. 1 follows the scheme described in the Offer (Appendix No. 1) and must be completed within three (3) business days after signing the contract.

    3. Additional consultancy hours related to the Project Execution Program are charged at the agreed rates in the Offer. Payment is made upon completion and acceptance of the respective task in the project management module of the Contractor’s System, based on the issued invoice, within three (3) business days.

    4. The payment for Maintenance and Updates (Appendix No. 1) is due by the 10th day of the current month, based on an issued invoice (monthly billing). The monthly fee is determined based on the number of internal users registered in the system during the previous month. Any change in the number of users results in an automatic adjustment of the monthly fee.

    5. A significant increase in the number of external users (website/online store service users) may lead to a fee adjustment, if the Client uses the Contractor’s server environment. The new monthly fee will be based on generated traffic and must be negotiated separately between both parties.

    6. Travel expenses within the country are covered by the Client and must be paid within three (3) business days after the business trip, based on an issued invoice.

    7. The price for System Maintenance and Updates is adjusted annually, effective January 1st of the following calendar year, based on the official Consumer Price Index (CPI) for the previous year, as published by the National Statistical Institute (or any future equivalent index). Additionally, the monthly fee may be increased in case of specific industry-related cost factors, such as:

    • Introduction or increase of taxes, state social security contributions, or health insurance fees
    • Increase in the cost of raw materials, supplies, electricity, or other essential resources
    • Other external factors beyond the Contractor’s control that lead to increased operational costs

    8. The Contractor must submit a written proposal for new pricing. The Client has the right to object to the new price list, in which case both parties must negotiate in good faith to determine a mutually acceptable price. If no agreement is reached within 30 days, either party may request the court to determine a reasonable price in accordance with Article 300 of the Commercial Act.

     VI. WARRANTIES

    1. The Contractor guarantees that all work and obligations assigned under the contract will be performed in accordance with the Project requirements and within the agreed deadlines. In case of non-compliance with contractual deadlines, which is not due to force majeure circumstances or actions/inactions of the Client and their employees, the penalty clauses of this contract shall apply.

    2. The Contractor undertakes to provide continuous warranty service for the application software of the System, as well as to maintain valid licenses and certificates.

    3. The warranty service is included in the system maintenance and covers the rectification of software errors at the expense of the Contractor, within the specified deadlines.

    VII. TERMS AND CONTRACT TERMINATION

    1. The Client has full and unrestricted rights to use the System in its operations for an unlimited period, in accordance with the number of assigned users and the selected hosting plan (whether using its own server or the Contractor’s server).

    2. The Client has the right to transfer its rights under this contract to an affiliated entity at any time, thereby substituting itself as a party to the contract. For the purposes of this clause, an affiliated entity refers to a legal entity in which the Client or its partners/shareholders hold shares or managerial positions.

    3. The contract is valid indefinitely, unless one of the parties requests its termination with a three (3)-month notice period.

    4. The Contractor has the right to terminate the contract if the Client delays payment by more than one (1) month.

    5. Upon contract termination:
    • The Contractor must return all materials received from the Client.
    • The Client must settle all outstanding payments due to the Contractor at the time of termination.
    • The parties’ obligations and penalties remain due as of the termination date and are not subject to any time limitation

     VIII. RESPONSIBILITIES AND SANCTIONS

    1. The Contractor is not liable for:

    • Failure to achieve functional performance due to deteriorated network infrastructure parameters (hardware and software condition).
    • Organisational deficiencies on the part of the Client, such as:
      • Insufficient staff with the necessary qualifications to operate the System.
      • Lack of effective Project management.
      • Absence of a structured process for entering data into the System.
      • Incorrect or untimely operation of the System due to the Client’s fault.
      • Errors resulting from improper use of the System.
      • Computer virus infections.

    2. The Contractor is responsible for damages and lost profits suffered by the Client related to the use or inability to use the System, provided that it is proven that such damages were caused by intentional actions or omissions on the part of the Contractor.

    3. A delay in payment by the Client for the System or Consultations and Services automatically postpones the Project start date by the period of the delay.

    4. A delay of one (1) month in payment for System Maintenance and Updates entitles the Contractor to terminate maintenance services.

    5. For non-fulfillment of any contractual obligation, the defaulting party shall owe the non-defaulting party a penalty of 8% of the specific obligation value. This does not prevent the affected party from claiming additional damages and lost profits if they exceed the penalty amount, nor from terminating the contract with all legal consequences.

    6. If the Contractor breaches the confidentiality of the Client’s business information, and such breach is proven beyond dispute, the Contractor shall owe the Client a one-time penalty of 5,000 BGN.

     IX. CONFIDENTIAL INFORMATION

    Given the good-faith bilateral communication and operational interaction between the parties in the execution of the System Integration Agreement, both parties acknowledge that this may involve the exchange of Confidential Information (CI), which they agree to handle according to the definitions and conditions outlined below.

    1. Definition of Confidential Information

    Confidential Information (CI) includes all documents, specifications, designs, plans, diagrams, software, data, samples, prototypes, financial, marketing, business, and/or technical information, whether written, oral, or electronic, provided by the Client to the Contractor in relation to the agreement. The CI is the property of the Client and is considered confidential.

    2. Obligations of the Contractor

    The Contractor agrees that, during the term of the contract and for five (5) years after its termination, they shall:

    • Protect CI with at least the same level of care as they use to protect their own confidential information of a similar nature.
    • Use CI solely for the purpose of good-faith preparation and negotiations regarding potential future business relations between the parties (Purpose of Use).
    • Restrict access to CI only to employees or contractors involved in the execution of the contract, ensuring that they are informed of and comply with the confidentiality obligations.
    • Not disclose any part of CI to third parties without prior written consent from the Client.

    Upon request by the Client, the Contractor must either destroy or return all CI, including copies, photographs, hard drives, or any other storage media containing the information.

    3. Exceptions to Confidentiality Obligations

    The confidentiality restrictions do not apply to information that:

    • Becomes publicly known after the contract is signed, without any breach by the Contractor.
    • Was already lawfully known to the Contractor before its disclosure.
    • Was independently discovered or legally obtained from another source entitled to provide it.
    • The Client explicitly agrees in writing to release from confidentiality restrictions.
    • Must be disclosed by law, regulation, or order from a competent authority, including courts or arbitration bodies.
    4. Personal Data Protection

    The Contractor agrees to use any personal data provided by the Client exclusively for the development and maintenance of the software covered under this agreement.

    The Contractor shall not share, transfer, or disclose personal data to third parties without the explicit written consent of the Client.

     X. OBLIGATIONS OF THE CONTRACTOR REGARDING PERSONAL DATA PROCESSING
    As a Personal Data Processor, the Contractor is responsible for and commits to:
    • Ensuring compliance with and proving adherence to data protection laws, including the General Data Protection Regulation (GDPR), the Bulgarian Personal Data Protection Act (PDPA), and other applicable regulations and best practices.
    • Implementing organizational and technical measures to protect personal data, ensuring the highest level of security in accordance with legal requirements.
    • Performing all statutory obligations as a Personal Data Processor under GDPR and applicable law, following the Client’s instructions in this regard.
    • Refraining from using personal data for any purpose other than those defined in this agreement.
    • Assisting the Client in ensuring compliance with GDPR and other legal obligations, taking into account the nature of processing and the level of access granted to the Contractor.
    • Complying with requirements for involving additional data processors, ensuring that any authorized personnel handling personal data have committed to confidentiality. The Contractor guarantees that any subcontracted data processor adheres to the same obligations agreed upon with the Client under this contract.
    • Taking all necessary security measures to protect personal data in accordance with GDPR and relevant legal provisions.
     XI. OTHER CONDITIONS

    1. Any amendments to this contract are valid only in written form, signed by both parties.

    2. If any provision of this contract is found to be invalid or unenforceable, this shall not affect the validity of the contract as a whole. The parties shall seek to replace the invalid provision with a valid one that best reflects their original intent.

    3. If either party waives its rights due to a breach or non-performance of this contract by the other party, such a waiver shall not constitute a general waiver of rights for any other breaches or contract violations.

    4. The provisions of this contract, as well as any exchanged information related to its execution, shall be considered trade secrets, and both parties must take all necessary actions to protect confidentiality.
     XII. JURISDICTION
    All disputes arising from or related to this contract, including interpretation, validity, termination, or adaptation to new circumstances, shall be settled through mutual agreement between the parties. If an agreement cannot be reached, disputes shall be resolved by the competent Bulgarian courts in accordance with Bulgarian law.