GENERAL EXPERT VALUATION SERVICE TERMS AND CONDITIONS
Art. 1. The accompanying General Terms and Conditions stipulate the procedures subject to which Advance Expert Valuations OOD, UIC 131467444, having its registered address and address of management in Sofia 1421, Lozenets Region, 11, Arsenalski blvd., fl. 1, duly entered in the Register kept at the Chamber of Independent Appraisers in Bulgaria (CIAB), represented by Tsenka Dimitrova Bozhilova, in her capacity as Managing Partner (hereunder referred to as the "Assignee") shall draw up expert valuations of tangible and intangible assets falling within the scope of the Assignee's activities, in accordance with the relevant assignment by the Assignor.
Art. 2. Assignor of an expert valuation shall be deemed any natural person or legal entity that has signed Expert Valuation Service Agreement (the "Agreement), respectively that has signed an expert valuation Assignment Letter. The Assignor and the Assignee shall explicitly agree that by virtue of the signing of the Assignment Letter, respectively the Expert Valuation Service Agreement, they shall deem their contractual relations legitimately settled, in accordance with the parameters set out therein and under the subsidiary application of these General Terms and Conditions. By virtue of the signing of an agreement, respectively an Assignment Letter, the Assignor shall declare that they accept, understand and agree to these General Terms and Conditions as integral part thereto.
2.1. User of the valuation shall be any natural person or legal entity to the benefit of whom the expert valuation is drawn up and presented.
Art. 3. For avoidance of any doubt the Parties shall explicitly agree that the terms and conditions of the expert valuation service shall be contained in the Assignment Letter, respectively Expert Valuation Service Agreement, signed between the parties, under the subsidiary application of the provisions of these General Terms and Conditions.
Art. 4. By virtue of the signing of the Assignment Letter, respectively the Expert Valuation Service Agreement, the Assignor shall assign and the Assignee shall agree to prepare an expert valuation the subject of which shall be set out in the Assignment Letter, respectively in the Agreement. If the subject of the valuation shall need further clarification, the Assignee and the Assignor shall sign an Annex, which shall form integral part to the legal relation between them.
Art. 5. The Assignor shall owe the Assignee remuneration for the drawing up of the assigned expert valuation. This remuneration shall be in accordance with the provisions of the Assignment Letter, respectively the Expert Valuation Service Agreement. The remuneration shall be due within the deadline, at the amount and manner of payment set out in each specific document.
5.1. Failure to pay the remuneration for the valuation within the agreed deadline shall be grounds for suspension of the Assignee's work on the engagement. Completion / submission of the report(s) shall be finalised by the Assignee following performance by the Assignor of all of their obligations provided for in each specific document.
5.2. If the Assignor shall cancel the assignment of the valuation before the Assignee has viewed the valued asset, the Assignee shall repay the remuneration received, having the right to retain 20% of the contractual remuneration, but not less than BGN 35 without VAT.
5.3. If the Assignor should like to terminate the Assignment Letter, respectively the Expert Valuation Service Agreement, after the Assignee's viewing of the valued asset and prior to the commencement of the Assignee's work on the report, in the absence of finding of guilty non-performance of the Assignee's obligations, the Assignee shall repay the remuneration received, having the right to retain 35% of the contractual remuneration, but not less than BGN 70 without VAT.
5.4. If the Assignor shall refuse to accept the valuation claiming disagreement with the results derived therein, the Assignee shall have the right to received to full contractual remuneration.
Art. 6. The expert valuation assigned shall be drawn up by the Assignee within deadlines agreed to between the parties under each individual assignment. The deadline shall commence when the conditions listed below shall be simultaneously met: 1) receipt of all required documentation for all properties which shall be subject to valuation; 2) allowing access to the property / properties for a viewing (when applicable); 3) payment of the remuneration agreed between the parties. In case of delays by the Assignor in relation to items 1, 2 and 3 as per the previous sentence, the deadlines for the drawing up of the valuation shall be extended by the days of the delay.
Art. 7. The Assignee shall perform the activities related to the drawing up of the expert valuation assigned through its employees and / or through natural persons and / or legal entities authorised by the Assignee - subcontractors and / or employees having the required qualifications under the Law on Independent Appraisers ("LIA") for expert valuation of tangible and intangible assets, duly entered in the Register kept by the Chamber of Independent Appraisers in Bulgaria ("CIAB"), in compliance with the highest quality standards and impartiality standards relevant to the expert valuations prepared, guaranteed through an internal monitoring and quality management system over the work of the appraisers and the expert valuations drawn up by them.
Art. 8. Valuations are drawn up for specific purposes, in accordance with the Assignor's directions. Such purposes are set out in the Assignment Letter, respectively the Expert Valuation Service Agreement. A valuation drawn up for a specific purpose and user should not be used by the Assignor with other users or for other purposes without the explicit consent of the Assignee.
Art. 9. The valuation may be drawn up using one or several of the recognised approaches and their respective methods, whereby the latter shall be set out in the Assignment Letter and / or the Agreement. These may be changed in the course of the valuation work due to the availability or lack of adequate information, as well as in other circumstances which should be stated in the report.
Art. 10. The scope of the work to be performed by the Assignee with respect of the valuation shall include acquaintance with the documents related to the assets or liabilities subject to the valuation; performance of physical viewings of the properties (when applicable); discussions with the Assignor and / or the Assignor's representative(s) to clarify specific aspects relevant to the valuation; investigation of the documents requested by the Assignee and provided by the Assignor; analysis of the publicly available information regarding the market and the development trends; summary of the information; calculation of values in accordance with the agreed value standard. If upon the drawing up of the valuation it shall be found that the needs and purposes of the Assignor and / or the User shall require further activities, beyond those set out herein, this fact should be stated explicitly in the Assignment Letter, respectively in the Agreement.
Art. 11. As per preliminary assignment by the Assignor and / or the User of the valuation and if the specific of the assigned valuation shall impose limitations in the scope of the work, such as limitations compliant with the effective regulations or considering the subject of the valuation, the latter may be performed without viewing of the valued assets, but stepping on current photographs provided by the Assignor (where applicable) and data proving the existence and condition of the valued properties / assets.
Art. 12. For the purpose of drawing up of the valuation the Assignee shall investigate and use different sources of information: documents provided by the Assignor; Advance Data Centre (database of the Assignee); individual interviews with representatives, partners and employees of the Assignor regarding the valued asset; the National Statistics Institute (NSI); public registers maintained on the territory of the Republic of Bulgaria; information available on the Internet, etc.
Art. 13. Rights and obligations of the Assignor:
13.1. The Assignor shall have the right to exercise control over the work of the Assignee, without interfering with its impartiality, independence and actions as independent appraiser.
13.2. The Assignor shall have the right to use the valuation(s) drawn up by the Assignee for the purposes set out in the Assignment Letter, respectively the Expert Valuation Service Agreement. Any use of the valuation, other than for the agreed purposes, shall not bring about responsibility for the appraiser before any this party / user of the valuation.
13.3. The Assignor shall have the right to receive the valuation report prepared by the Assignee based on the work assigned and performed. The report should be provided by the Assignee to the Assignor / User of the valuation in a format that has been agreed to in advance: printout or electronic version to an e-mail and / or physical correspondence and feedback address set out by the Assignor.
13.4. The Assignor shall be obliged to pay to the Assignee remuneration at the amount, within the deadline and in the manner stipulated in the Assignment Letter, respectively the Expert Valuation Service Agreement.
13.5. The Assignor shall be obliged to provide to the Assignee the information needed and explicitly required by the latter for the timely and proper preparation of the expert valuation. The Assignor shall bear full liability as to the accuracy, correctness and completeness of the information provided by them.
13.6. The Assignor shall be obliged to allow access of the Assignee to the valued assets, when applicable, and provided nothing else shall be agreed to between the parties.
13.7. The Assignor shall be obliged to notify the Assignee promptly as to all newly emerging facts and circumstances related to the valued assets. In case of occurrence of new facts and circumstances all deadlines for the drawing up of the assigned valuation shall commence as of the time of receipt of the new information by the Assignee.
13.8. The Assignor shall be obliged to accept the work performed, together with the finalised valuation report, provided the Assignor shall have no objections to the work methods.
Art. 14. Rights and obligations of the Assignee:
14.1. The Assignee shall have the right to receive the remuneration due in accordance with the arrangements in the Assignment Letter, respectively the Expert Valuation Service Agreement.
14.2. The Assignee shall have the right to receive from the Assignor the entire information requested concerning the assets subject to the valuation, as well as access to the assets subject to the valuation in view of the proper performance of the work assigned.
14.3. The Assignee shall have the right to refuse performance of the valuation and to terminate the Agreement signed with the Assignor, with a 10-day notice, if the Assignee shall not receive the information required or access to the assets subject of the valuation, and that circumstance shall result in failure to perform the work assigned.
14.4. The Assignee shall be obliged to prepare the valuation correctly and within the deadline agreed. Upon completion of the valuation the Assignee shall be obliged to prepare and submit to the Assignor valuation report as a printout or - upon request by the Assignor - an electronic copy. The Assignee shall prepare the respective Acceptance - Submission Protocol to certify the acceptance and submission of the valuation report.
14.5. The Assignee shall have the right to delay the performance of the valuation and / or to withhold the submission of the valuation report in case of non-performance by the Assignor of the provisions of art. 13, item 13.4., item 13.5., item 13.6., item 13.7. Performance of the work agreed shall continue following rectification of such non-performance by the Assignor.
Art. 15. In case of non-compliance with the deadlines for the preparation of the expert valuation in accordance with these General Terms and Conditions, the Assignee shall owe default amounting to 0.5% (zero point five percent) of the remuneration, set out in the Assignment Letter, respectively the Expert Valuation Service Agreement, for each day in delay, but not exceeding the total amount of the contractual remuneration.
Art. 16. In case of delay by the Assignor in the payment of the remuneration due, the latter shall owe the Assignee default amounting to 0.5% (zero point five percent) of the remuneration, set out in the Assignment Letter, respectively the Expert Valuation Service Agreement, for each day in delay, but not exceeding the total amount of the contractual remuneration in accordance with the Assignment Letter, respectively the Agreement.
Art. 17. The parties shall explicitly agree that the Assignee shall not bear any liability as to the truthfulness, completeness and accuracy of the information provided by the Assignor. Any information provided by the Assignor shall be deemed to be accurate, complete and true.
Art. 18. The parties shall agree that the valuation report provided by the Assignee to the Assignor shall be intellectual property of the Assignee and the Assignor should use such report solely for the purposes it has been drawn up for and which have been set out in the Assignment Letter, respectively the Expert Valuation Service Agreement.
Art. 19. The Assignee shall bear financial liability for damages which the Assignor has suffered, only if they shall be the direct and immediate consequence of guilty actions of the Assignee in relation to the drawing up of the valuation. The financial liability of the Assignee in such cases shall be limited to an amount not higher than the triple amount of the remuneration received by the Assignee under the specific Assignment Letter, respectively the Expert Valuation Service Agreement.
Art. 20. Confidentiality
20.1. All of the information exchanged between the Parties or which they have become aware of in relation to any legal relation arising between them - an Assignment Letter or Expert Valuation Service Agreement (except the information intended for public disclosure under the Agreement or law) shall be deemed confidential and may not be disclosed under any circumstances before any third party or may not be used for any purpose other than those agreed to between the Parties. The Parties shall undertake the steps necessary to ensure that any information, which they have become aware of in relation to this Agreement or to an Assignment Letter, shall not be used or disclosed by their unauthorised employees, subcontractors or counterparties.
"Confidential information" shall mean to the Parties:
а.) Any information and materials not publicly available belonging to the providing Party, of any kind, related to the operations of the providing Party, designs and undertakings, technology, know-how, intellectual property, assets, positions, strategies and products (including, without limitation, information concerning management, finances, marketing, trade, technical and other operations of the providing party or relations with customers, current, former or prospective counterparties) and / or materials, which have been provided to the receiving party or to an individual appointed by the receiving party, in writing, in a machine-readable format, orally or in the course of discussions with management, employees or officers of the providing party, as well as to agents, counterparties, consultants of the providing party; any report, analysis, data, plans and works of the recipient, its employees, agents and consultants, containing or in any other way embodying or created on the basis of such information;
b.) documents, parts of documents, information, drafts, data, drawings, planning programmes, specifications, techniques, processes, software, works and other materials, regardless of whether in written or oral form, of confidential nature, including, without limitation, any information related to marketing, finances, forecasts, works, studies, design or development of information systems and any supporting or incidental sub-systems, as well as information, subject to or included in applications to a patent authority in any jurisdiction, drawn up or submitted on behalf of the providing party, as well as any amendment and supplementation thereto.
20.2. Either Party shall have the right to disclose the confidential information received from the other Party to its employees, consultants, agents or potential buyers, the disclosure of such information to whom shall be required for the performance of the services assigned under the specific legal relation, only after the receiving party has caused such persons undertake responsibility and has ensured their obligation to take at least identical care for the protection of the confidential information provided, as stipulated in this clause. The Assignor shall give explicit consent that the Assignee shall include in its internal database the data, conclusions and facts the latter has reached in the course of performance of the valuation assigned.
20.3. The confidentiality obligation shall be binding upon the Parties despite the termination of the legal relation. Following termination of the legal relation, regardless of the reasons thereto, the Parties shall deem agreed between them that in view of the specific area of business of the Assignee and the applicable specific law, regulating the activity carried out by the latter, the Assignee shall have the right to store the entire information and documentation provided to them in relation to the expert valuation / expert valuations prepared, under the confidentiality conditions set out in this article, over the entire term in accordance with the respective applicable substantive law, but no less than 5 (five) years in each individual case as of the date of termination of the specific legal relation. Such documentation shall be stored only and solely for the purpose of proving facts and circumstances related to the expert valuation / expert valuations prepared, in case of dispute of any kind.
Art. 21. Consents
21.1. The parties shall deem established between them that the information provided by the Assignor contains personal data and information as to the Assignor's physical and economic identity, which are necessary for the purpose of the respective expert valuation. The Assignor shall have the right to refuse to provide personal data irrelevant to the performance of the specific assignment and / or establishment of rights concerning the subject to the valuation by giving written notice to the Assignee as to such decision. By virtue of agreeing to these General Terms and Conditions the Assignor shall confirm that: (i) the Assignor has provided all of its personal and corporate data correctly and in good faith, and in order to certify certain facts and circumstances relevant to the rendering of the services required by the Assignor, as well as for provision of feedback and information regarding the quality of the services provided to the Assignor; (ii) the personal and / or corporate data provided have been carefully read by the Assignor and have been reflected accurately, correctly and completely in any way, and that they reflect truly the actual facts and circumstances they refer to. If any of the above statements shall prove to be untrue the Assignor shall bear full liability in tort for any tangible and intangible damages caused and forfeited benefits, including reputational and other damages suffered by the Assignee.
21.2. By virtue of acceptance of these General Terms and Conditions the Assignor shall give its explicit consent in the meaning of art. 4, para 1, item 2 of the Personal Data Protection Act, that the Assignor's personal and / or corporate data be provided to the Assignee, including processed and stored by the latter over the term provided for in each applicable substantive law. The data shall be processed and stored by the Assignee in relation to the drawing up of expert valuations and for the purpose of feedback from the Assignor regarding the services rendered. All activities set out herein above shall be performed only and solely in relation to the commercial activity of the Assignee (provision of expert valuations) and to the extent the Assignor has given explicit consent by virtue of the signing of an Agreement (Assignment Letter) in accordance with these General Terms and Conditions.
Art. 22. The Assignor and the Assignee shall give their explicit consent for the use of the contact data provided, after the submission of the valuation / valuations prepared for the purpose of provision of feedback from the Assignor to the Assignee as to the quality of the service provided and / or for potential future cooperation between the Parties.
Art. 23. The provisions of the effective Bulgarian legislation shall apply to any matter not stipulated in these General Terms and Conditions and the relevant Assignment Letter, respectively Expert Valuation Service Agreement.
Art. 24. Any dispute and disagreement which may arise during the performance of the contractual obligations between the Assignor and the Assignee shall be resolved amicably through negotiations between the parties. If no agreement can be reached all disputes shall be subject to resolution by the competent Bulgarian court.
These General Terms and Conditions are available at https://ocenki.bg/ , and are placed at visible and generally accessible location in each office of Advance Expert Valuations OOD.
These General Terms and Conditions were adopted and enter into force as of 25 May 2018.