General Terms and Conditions

GENERAL TERMS AND CONDITIONS OF THE FRAMEWORK AGREEMENTS
for the provision of CLOWBE services

1. DEFINITIONS
For the purposes of these general terms and conditions, the words and abbreviations listed below have the following meanings:
        1.1. “SUPPLIER” is the legal entity ABILIX SOFT OOD, with registered office and management address: Varna 9010, ul. "Studentska” No. 1A, entrance B, office 24;
        1.2. ˮAPPLICANTˮ or ˮCLIENTˮ is the legal entity, validly established under Bulgarian/European legislation, as well as duly entered in the relevant registers;
        1.3.  ˮPhysical Serverˮ - a device on which software is installed to perform tasks related to storing, processing, receiving or transmitting information;
        1.4. ˮPlatformˮ - a group /network/ of reserved servers in one with an Application Programming Interface of software rules, specifications and/or standardized protocols, developed and/or implemented by the PROVIDER, and providing information space and access to the CLIENT to information products and/or services;     
        1.5. ˮAccountˮ – name and password providing certain rights to access services in the PROVIDER's PLATFORM;
      1.6. „Virtual server", „Server" – a separate part of the computing resource of the PLATFORM, presented in software as a separate server and set aside for use by the CLIENT;
      1.7. ˮAdministration" – actions to prevent and prevent any discrepancies and problems that may arise in the operation of the PLATFORM as a whole or on individual SERVERS;     
        1.8. ˮArchiving" – periodic saving of copies of the state of a SERVER or SERVERS, which will allow restoring one of the saved previous states of a given SERVER if necessary.
        1.9. ˮRestore from archive" – restoring the previous state of a SERVER from a previously made (preliminary) ARCHIVE.
      1.10. ˮMonitoringˮ – automated monitoring of certain parameters of the services, with signaling in case of irregularities. Allows solving a possible problem before it is noticed by users; 
        1.11.  ˮTrouble Ticket Formˮ / Trouble Ticket, TT/ - a standardized form, part of the automated system for monitoring and administration of the services provided, available at addresses from the CLOWBE.BG domain; 
      1.12. ˮTrouble Ticket Form Validation ˮ - a correctly entered and accepted by the PLATFORM monitoring and administration information system trouble ticket form. For the confirmation / validation / of the same, the system issues a unique service number; 
      1.13. ˮReactionˮ - the time from the confirmation / validation of the trouble report form to the start of work on it;
        1.14. ˮService timeˮ – the time from submitting an emergency report form to the full restoration of the functionality of the provided services;
        1.15. ˮAvailability” is the percentage ratio between the time during which there is a real possibility to use a contracted service and the period of calendar time based on 24 hours for the reporting month; 
      1.16. ˮWorking hoursˮ – working hours of the PROVIDER 9:00 - 18:00 on official working days for the Republic of Bulgaria    
        1.17. "Planned operation” – an operation for which the SUPPLIER and the CLIENT have agreed on a date at least 2 business days before the operation and the operation can be performed during the SUPPLIER's business hours.
        1.18. "Urgent operation” – an operation for which the SUPPLIER and the CLIENT have agreed on a date less than 2 business days before the operation and/or the operation cannot be performed during the SUPPLIER's business hours.
        1.19. "Free software” – any software licensed under the GPLv2,  GPLv3, aGPLv3, MIT, Apache, BSD, Mozilla Public license.
        1.20. "Client-Installed Code”. This is any website, ERP system or any other software that is not free software and/or not installed by the SUPPLIER as part of the support.
        1.21. "Support” – a package of services, detailed in the Appendix "Support and Additional Services”.
        1.22. "Extended Support” – a package of services, subject to additional payment, detailed in the Appendix "Support and Additional Services”.
        1.23. "Additional Services” - services subject to additional payment, which are outside the scope of the support packages described in the Appendix "Support and additional services". The same have been explicitly requested by the CLIENT and the PROVIDER has confirmed its readiness to perform them.

2. DEFINITIONS OF PARAMETERS

      2.1. "Service” – The set of all computing and/or communication resources and support provided by the PROVIDER to the CLIENT.
      2.2. "Processor (number of cores)” – Number of logical processors provided for use by a given SERVER or SERVERS. Each processor corresponds to an actual logical core of a PHYSICAL SERVER of the PLATFORM.
        2.3. "Processor (minutes/day)” – Total number of usable processor minutes provided for use by a given SERVER or SERVERS. Measured on a 24-hour basis. Reported in total for all processors. Example – a server with three cores that had a uniform average load of 30% would use 1296 (3*24*60* 30%) processor minutes in 24 hours.
        2.4. "Processor (Total Ghz)” – The product of the number of cores and the maximum clock speed of the processors provided for use by a given SERVER or SERVERS.
        2.5. "Ram” (MB) – The amount of allocated RAM in Megabytes provided for use by a given SERVER or SERVERS. Corresponds to the actual allocated physical memory of a PHYSICAL SERVER from the PLATFORM. 
        2.6. "NVMe” (Gb) – The amount of disk space on a "NVMe” disk, actually provided for use by a given SERVER or SERVERS. Measured in Gigabytes. Corresponds to the actual disk space of PHYSICAL SERVERS from the PLATFORM. The permissible load on this disk is up to 50 IOPS for each allocated GB, but not less than 500 IOPS and not more than 50000 IOPS.
        2.7. "NVMe Optimised" (Gb) – The volume of disk space, the read operations of which are accelerated by an NVMe disk, actually provided for use by a given SERVER or SERVERS. It is measured in Gigabytes. Corresponds to the actual disk space of PHYSICAL SERVERS from the PLATFORM. The permissible load on this disk when reading  is up to 33 IOPS for each allocated GB, but not less than 330 IOPS and not more than 3300 IOPS. The permissible load on this disk when writing is up to 5 IOPS for each allocated GB, but not less than 50 IOPS and not more than 250 IOPS.
        2.8. "HDD” (Gb) – The volume of disk space on a "HDD” disk, actually provided for use by a given SERVER or SERVERS. It is measured in Gigabytes. It corresponds to the actually existing disk space of PHYSICAL SERVERS of the PLATFORM. The permissible load on this disk is up to 5 IOPS for each allocated GB, but not less than 50 IOPS and not more than 250 IOPS.
        2.9. "Internet” (Mbps) – the maximum speed of the Internet connection provided for use by a given SERVER or SERVERS. It is measured in Megabits.
        2.10. "Traffic” (TB) – Total amount of information that can pass between a given SERVER or SERVERS and other devices on the Internet. It is reported on the PROVIDER's port. It is measured in Terabytes. In case UNLIMITED is not mentioned or is written, the permissible traffic is indirectly limited only by the agreed speed.
        2.11. "IP addresses” – Publicly available IP addresses version 4, actually provided for use by a given SERVER or SERVERS. They are measured in number.
        2.12. "Servers” – The number of SERVERS provided for use by the CLIENT.

3.  PART

These general terms and conditions govern the relations, rights and obligations between the SUPPLIER and the CLIENT in connection with the services provided by the SUPPLIER.

 
4. SUBSCRIPTION PLANS. TECHNICAL CALCULATIONS

        4.1. Subscription plans are requested /agreed/ in writing or orally with the CLIENT. Upon confirmation of the request by the CLIENT, the SUPPLIER issues a Proforma invoice / or invoice / with the agreed Subscription plans and/or parameters, which is considered a proposal or an offer made to the CLIENT. 
        4.2. The SUPPLIER is bound by the offer made and cannot withdraw or change the offer until the expiry of the due date indicated in the Proforma Invoice /or Invoice/. In the absence of an explicitly stated due date, the period is 24 hours.
        4.3. Payment under the issued Proforma Invoice /or Invoice/ has the conclusive effect of acceptance /consent/ with the offer made, and from that moment the parameters agreed upon under the subscription plan come into force.
        4.4. The SUPPLIER has developed and offers standardized subscription plans specified in the Appendix "Prices” to these General Terms and Conditions.

Technically regulated maintenance estimates:

5. RIGHTS AND OBLIGATIONS OF THE PROVIDER

      5.1. THE PROVIDER undertakes to:
          5.1.1. Provide the agreed /paid/ services according to the announced parameters under the relevant subscription plans;
          5.1.2. Provide support according to the subscription plan, by restoring any discrepancy in the parameters of the agreed services according to the  regulated Reaction and Service Time;
          5.1.3. Not to distribute, copy or provide in any way to third parties and organizations any data, reports, information or other confidential information that constitutes a commercial or official secret of the CLIENT and became known to him during the performance of the assigned work.
        5.2. THE PROVIDER has the right:
          5.2.1. To carry out planned preventive maintenance and inspections of the technical means providing the services;
          5.2.2. To make changes in the administration and monitoring of the services offered, as well as to optimize the work, on the express condition that this leads to better or equivalent parameters of the service;
          5.2.3. To  request a written request from the CLIENT for each case in which the PROVIDER considers that the oral request may lead to some ambiguity, error or any other problem;
          5.2.4. To have full operational autonomy to freely choose the methods, means and conditions for building and servicing its PLATFORM, provided that this does not lead to a deterioration in its contractual use by the CLIENT;
          5.2.5. Immediately and without notice /regardless of the existence of a notification/ to block access, limit and/or terminate the use of services by the CLIENT when the methods of their use do not comply with or are in violation of these General Terms and Conditions;
          5.2.6. To refuse compensation and indemnification under these General Terms and Conditions in the event of services that are limited or blocked as a result of failure to fulfill the obligations under these General Terms and Conditions;
          5.2.7. The Provider has the right to receive remuneration for additional services performed, according to the official price list in the Appendix "Support”
 
6. RIGHTS AND OBLIGATIONS OF THE CLIENT

      6.1. THE CLIENT undertakes
          6.1.1. To use the system Emergency Report Form, in a timely manner notifies the PROVIDER of all problems found in connection with the provision of the services. The same activates the relevant service modes and entry in the platform's emergency registers. The emergency report form is also a contractual basis for the PROVIDER to be considered duly notified;
          6.1.2. To monitor and prevent the use and/or possession of software or content in the provided virtual media of information that:
              6.1.2.1. violates intellectual property rights, trademarks, copyrights or other related rights, subject to Bulgarian/European legislation;
              6.1.2.2. stores information about other people's passwords or access rights without the consent of their holder, as well as software for accessing such passwords or rights;
              6.1.2.3. calls for committing a crime, violence and/or threats against the person, as well as inciting racial, national, ethnic or religious enmity;
              6.1.2.4. harms the honor, dignity and good name of another, as well as any content that could lead to unlawful interference in the private or family life of citizens;
              6.1.2.5. threatens the normal mental development of minors and/or violates the norms of morality and good manners.
          6.1.3. In the process of free movement of data and information in the PLATFORM, not to allow receipt/sending of unsolicited e-mail, unlawful processing of personal data or storage of classified information, in accordance with the ZET, LPDP, LPKI.
          6.1.4. To take into account and, if possible, bind its rules for work and security in its internal information system /SERVERS on which it operates/ with the competence of the provided Recommendations, Advice and Help articles from the information platform of the PROVIDER;
            6.1.5. Not to grant its rights arising from the agreed relations to third parties without the written consent of the SUPPLIER;
          6.1.6. Not to allow peak use of the resource "Processor time", whereby it uses more than 2/24 of the allocated daily resource in one astronomical hour.
          6.1.7. Not to allow peak use of disk resources above the defined number of operations per second for more than 30 seconds.
          6.1.8. To indemnify and protect the PROVIDER from all damages, expenses and claims of third parties in connection with or  on the occasion of the use of the services by the CLIENT, which are a consequence of a violation of the General Terms and/or unregulated use of the services and in violation of mandatory provisions, applicable Bulgarian or international legal norms to which the Republic of Bulgaria is a party.
          6.1.9. To provide proper permission for use for any third-party software that the CLIENT uses in the Services. THE PROVIDER IS NOT liable for any use of software without the appropriate permission, except in cases where the parties have agreed otherwise, there is an agreement between the CLIENT and the PROVIDER for the provision of software by the latter and the CLIENT has paid the PROVIDER for permission.
          6.1.10. THE CLIENT undertakes to pay remuneration to the PROVIDER for all requested and performed "additional services" according to the price list in the Appendix "Support and additional services".
        6.2. THE CLIENT has the right:
          6.2.1. To use the agreed services;
          6.2.2. To receive timely and comprehensive information about all identified and duly reported problems and discrepancies in connection with the services provided;
          6.2.3. To request additional services from the PROVIDER in writing or orally for activities that are not within the scope of the service that the CLIENT uses.
          6.2.4. To send up to 500 electronic messages (e-mail) within one astronomical hour, unless otherwise expressly agreed in writing/oral. The CLIENT undertakes not to send e-mails to persons who do not wish to receive them. It is strictly forbidden to send unsolicited random messages   (commercial advertisements, political statements, announcements, etc.) or the so-called "spam”/"junk mail”. The CLIENT undertakes to respond to all requested related to spam by the PROVIDER within 2 hours. Failure to comply with the deadline could lead to the termination of the CLIENT's services without warning.

7. QUALITY AND AVAILABILITY OF SERVICES. SCOPE OF CONTRACTUAL LIABILITY

        7.1. The availability and quality of services are activated after payment of the relevant monthly installments /invoices/ according to the parameters presented in the relevant subscription plans.
        7.2. If the quality of one or more parameters is violated due to the fault of the PROVIDER, the CLIENT has the right to receive compensation in the form of a reduction in the monthly fee /penalty/. Unless other terms are agreed in his tariff plan, the compensation is calculated as a percentage of the monthly fee. according to the percentages described below:

      7.3. Applications for the penalty under the previous paragraphs shall be submitted in writing by the CLIENT to the SUPPLIER within 30 days after the end of the reporting period during which the quality violation was found.
        7.4. The total amount of penalties for a period during which the availability time for a certain service is calculated cannot exceed the amount of the fee for this service for the same period.
        7.5. The PROVIDER is obliged to consider the application for receiving a penalty and to decide on it in writing.
        7.6. If the claim is justified, the PROVIDER issues a credit note. Offsetting a penalty is permissible after a bilateral written agreement between the parties.
        7.7. The PROVIDER is not liable for limiting or interrupting the services when this is caused by actions by the CLIENT or persons authorized by him.

8. FORCE MAJEURE

        8.1. Any unforeseeable or unavoidable circumstance that is beyond reasonable control /could not have been foreseen and prevented/ and independent of the SUPPLIER, occurring after the date of payment on the invoice and making it impossible to perform the obligations under the Framework Agreement, shall be considered a force majeure circumstance or force majeure.
        8.2. The SUPPLIER shall not be liable for damages if the failure to perform /including the delay in performance/ is caused by a force majeure circumstance, such as earthquakes, fires, floods, epidemics, military conflicts, civil unrest, as well as prohibitions, restrictions, regulations, orders, etc. similar, which are imposed by individual or regulatory acts of state or municipal authorities.
        8.3. There is no force majeure if the relevant event is due to the lack of care on the part of the SUPPLIER or if due care is exercised, it can be overcome.
        8.4. The SUPPLIER is obliged to notify the Client in writing of the occurrence and/or cessation of force majeure within three days, by offering mutually beneficial security in accordance with the paid monthly price and in accordance with good commercial practices. The SUPPLIER undertakes to take all reasonable and affordable measures necessary to mitigate the harmful consequences, as well as the damages that may occur during a force majeure event. 

9.  CHANGES AND AMENDMENTS TO THE GENERAL TERMS

        9.1. The PROVIDER has the right to unilaterally make changes to the general terms and conditions, the parameters of the monthly subscription plans, the price of the services offered, as well as the rules for their use;
        9.2. The PROVIDER provides the CLIENT with information about the changes under item 9.1 in advance, by publishing on the site (https://clowbe.bg) and/or to the email addresses provided by the CLIENT, no less than 14 days before the date on which the changes come into force.
        9.3. For previously agreed and paid /prepaid/ services, the terms and conditions in force at the time of payment for the relevant services remain in force.
        9.4. The CLIENT is deemed to have accepted the changes under item 9.1 unless before the date on which the changes are proposed to enter into force, the CLIENT shall notify the SUPPLIER that he does not accept these changes and/or payment has not been received on the invoices issued /under the new conditions/ by the SUPPLIER.
        9.5. The following annexes are adopted by decision of the Manager of the SUPPLIER, under the terms and conditions specified above, and will constitute an integral part of the content of the general terms and conditions:
Appendix "Prices"
Appendix "Support and additional services".

These General Terms and Conditions were adopted by the General Meeting of Partners of ˮAbilix Softˮ OOD with Minutes of 15.I.2021, and were announced by the Manager on the Company's website on 18.I.2021. and shall enter into force within 7 /seven / days of their announcement.
 
Appendix No. 1
Prices 

Appendix No. 2
Support and additional services