Effective date:
23 May 2023

Article 1. Definitions

In these General Terms and Conditions, the following capitalized terms always have the following meaning:

WEARE Creative Group Ltd.

the private company WEARE Creative Group Ltd., with its registered office and principal place of business at 56-58 Krum Popov street, 1421, Sofia, Bulgaria;

Terms and Conditions

These general terms and conditions of WEARE Creative Group Ltd.;

Employ

the service provided by WEARE Creative Group Ltd.;

Intellectual property rights

all intellectual property rights such as copyrights, trademark rights, patent rights, trade name rights, database rights and related rights, as well as related rights such as rights with regard to know-how and domain names;

Client

you, the client and other party of WEARE Creative Group Ltd. to the Agreement;

Agreement

the assignment agreement between WEARE Creative Group Ltd. and the Client in which the specifications of the Services are included;

Parties

WEARE Creative Group Ltd. and/or Client.

Article 2. Applicability

1. The General Terms and Conditions apply to every Agreement between WEARE Creative Group Ltd. and the Client. Any general terms and conditions of the Client are hereby expressly rejected.

2. Deviations from and additions to the Agreement are only valid if agreed in writing by the Parties.

3. If the Contractor engages other parties to provide the Services, these General Terms and Conditions also apply to the performance of the Services by this other party.

4. WEARE Creative Group Ltd. is entitled to change these General Terms and Conditions. Substantive changes will take effect one (1) month after publication. Changes to the General Terms and Conditions have no effect on an existing Agreement.

Article 3. Establishment of agreement

1. Quotations and offers from WEARE Creative Group Ltd. are without obligation, unless a period of validity is included in the quotation. If no term for acceptance has been included, the offer will always expire after one month.

2. If the Client issues an assignment to WEARE Creative Group Ltd. without a prior offer, WEARE Creative Group Ltd. will only be bound by this assignment after it has confirmed this to the Client in writing.

3. An offer for the provision of several Services does not oblige WEARE Creative Group Ltd. to provide part of the Services in this offer against a corresponding part of the price.

4. Offers, quotations, quotations, and rates do not automatically apply to repeat orders and/or new assignments.

Article 4. The Service

1. WEARE Creative Group Ltd. always performs its Services according to a best efforts obligation and it gives no guarantee with regard to the results of its services unless the Parties explicitly agree otherwise in writing.

2. WEARE Creative Group Ltd. will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements set for a professional party. If and insofar as the proper execution of the Agreement requires this, WEARE Creative Group Ltd. has the right to have certain activities performed by third parties, at the discretion of WEARE Creative Group Ltd. The applicability of Sections 7:404, 7:407, and 7:409 of the Dutch Civil Code is expressly excluded.

3. Only when explicitly stipulated in writing in the Agreement, an agreed term counts as a strict deadline. In all other cases, an agreed term is indicative.

4. WEARE Creative Group Ltd. is entitled to carry out the work in parts or phases, whereby each part or each phase can be invoiced separately.

Article 5. Obligations of the Client

1. The Client undertakes to provide WEARE Creative Group Ltd. with all necessary information and to cooperate that WEARE Creative Group Ltd. needs to perform the Services. WEARE Creative Group Ltd. may suspend the work as long as the Client does not comply with the obligation in this provision. WEARE Creative Group Ltd. is never liable for any damage and/or delay caused by non-compliance, late compliance or defective compliance with the information and cooperation obligation referred to in this article.

Article 6. Termination of the Agreement

1. The duration of the Agreement is determined in the Agreement itself.

2. WEARE Creative Group Ltd. is permitted to terminate an Agreement in writing at any time with due observance of a notice period of one month. WEARE Creative Group Ltd. is not obliged to pay any form of compensation and/or financial compensation as a result of a (premature) termination.

3. Contrary to Section 7:408 of the Bulgarian Civil Code, the Client may not terminate the Agreement prematurely.

4. Each of the Parties has the right to terminate the Agreement in whole or in part with immediate effect if the other Party goes bankrupt or is granted a moratorium on payments, as well as if the company of the other Party is wound up or goes into liquidation.

5. If the Agreement is dissolved at any time and Services have already been performed at that time, the Services already performed and the associated payment obligation of the Client will not be subject to any obligation to undo, unless the Client can prove that WEARE Creative Group Ltd. is in default with respect to specifically those Services. Amounts that have been invoiced by WEARE Creative Group Ltd. prior to the dissolution in connection with the services already properly performed or delivered by it in the context of the implementation of the Agreement remain due in full and are immediately due and payable at the time of dissolution.

6. The Client is liable to third parties for the consequences of the cancellation and will indemnify WEARE Creative Group Ltd. against any ensuing claims from these third parties.

Article 7. Compensation and Payment

1. All amounts as stated in an offer, quotation, or Agreement are stated in euros and are stated exclusive of VAT and any other government-imposed levies unless stated otherwise.

2. The Client must pay the invoice in full within a period of one month after the invoice date. This payment term is a strict deadline, and the Client is therefore in default without further notice of default if payment is not made on time.

3. If the Client is of the opinion that the amount of the invoice is incorrect or that there is any other inadequacy in the invoice, it must immediately inform WEARE Creative Group Ltd. thereof, submitting convincing evidence of its position. Disputing (part of) an invoice does not suspend the Client's payment obligation with regard to (the undisputed part of) an invoice.

4. WEARE Creative Group Ltd. is entitled to adjust its rates at any time. WEARE Creative Group Ltd. will inform the Client at least 2 (two) months prior to a rate change. If WEARE Creative Group Ltd. has announced a rate change, the Client may terminate the Agreement until the rate change takes effect. The Client must observe a notice period of one month.

5. WEARE Creative Group Ltd. is entitled to increase its rates annually in accordance with the Consumer Price Index, as published by the Bulgarian National Statistical Institute, without this giving the Client the right to cancel or otherwise terminate the Agreement.

Article 8. Intellectual Property Rights

1. All Intellectual Property Rights that rest on documents or materials that the Client hands over to WEARE Creative Group Ltd. in the context of the implementation of the Agreement remain with the Client at all times. The Client provides WEARE Creative Group Ltd. with a worldwide, non-exclusive, and sublicensable license to use the materials supplied for the implementation of the Agreement.

2. The Intellectual Property Rights vested in WEARE Creative Group Ltd. upon entering into the Agreement remain with WEARE Creative Group Ltd.

3. If and insofar as Intellectual Property Rights arise in the performance of the Agreement on the result of the Services, these Intellectual Property Rights will rest with WEARE Creative Group Ltd.

4. Under the condition that the Client has fulfilled all its (payment) obligations under the Agreement, the Client will receive a limited, non-transferable, non-exclusive license to use the Intellectual Property Rights to the result of the Services.

Article 9. Liability

1. The liability of WEARE Creative Group Ltd. is limited to compensation for direct damage regardless of the reason for the liability. Direct damage is only understood to mean:

2. Property damage, exclusively within the meaning of Section 3 Title 3 of Book 6 of the Bulgarian Civil Code;

3. Reasonable costs to prevent property damage, insofar as the Client can demonstrate that these expenses have led to a limitation of the direct damage within the meaning of the Agreement;

4. Expenses reasonably incurred by the Client to determine the cause and extent of the damage, insofar as the determination is related to direct damage within the meaning of the Agreement;

5. Costs reasonably incurred by the Client to ensure that the performance of WEARE Creative Group Ltd. conforms to the Agreement.

6. WEARE Creative Group Ltd. is not liable for damage other than direct damage, such as loss of profit, loss of turnover, loss of expected savings, and other similar financial losses, as well as loss of goodwill or good name or reputation and all other damage that does not fall under the aforementioned direct injury.

7. Insofar as WEARE Creative Group Ltd. is liable, that liability is limited to a maximum of the compensation that the Client has paid under the Agreement.

8. The Client's right to claim compensation expires in any case one (1) year after the event that caused the damage took place.

Article 10. Miscellaneous

1. The Client is not entitled to transfer its rights and/or obligations arising from the Agreement to a third party without the permission of WEARE Creative Group Ltd., unless the Parties have expressly agreed otherwise in writing.

2. If any provision of this Agreement is or becomes invalid or non-binding, the Parties remain bound by the remaining provisions. The Parties will then, in consultation, replace the invalid provisions with another one that is valid and that approaches the intention of the Parties as closely as possible.

3. Bulgarian law applies to the Agreement. All disputes arising from the Agreement must in the first instance be submitted to the competent court in the district where WEARE Creative Group Ltd. is located.