Please read these Terms of Service carefully before using the Website or ordering Services. They set out the conditions that apply to the use of www.ekofylia.com and to the purchase of the strategic advisory Services of Ekofylia EOOD, including payment through its payment providers. The Privacy Policy and the Cookie Policy are set out in Annex A and Annex B and form part of these Terms.
1. OPERATOR AND DEFINITIONS
1.1 The website located at www.ekofylia.com (the "Website") is operated by Ekofylia EOOD, a single-member limited liability company incorporated and registered under the laws of the Republic of Bulgaria, registered on 11 September 2020 in the Commercial Register kept by the Registry Agency of the Republic of Bulgaria under unified identification code (UIC/EIK) 206220941, Legal Entity Identifier (LEI) 9845008H9DAC92E9EC55, EU VAT number BG206220941 (currently inactive; reactivation pending), with registered office at 70, William Gladstone Street, 8000 Bourgas City, Bulgaria, represented by its Managing Director, Mr. Olivier J. Fiaud (e-mail: info@ekofylia.com; "Ekofylia", "we", "us" or "our"). This information is provided in accordance with the Bulgarian Electronic Commerce Act and Directive 2000/31/EC on electronic commerce. 1.2 In these Terms of Service: "User" means any person who accesses or uses the Website; "Client" means any natural or legal person that orders or receives Services from Ekofylia; "Services" means the strategic advisory and consulting services provided by Ekofylia to company directors, managers and other senior executives, as described in Article 5; "Engagement Letter" means any written proposal, order form, statement of work or engagement letter issued by Ekofylia and accepted by the Client; "Refund Policy" means the Refund Policy of Ekofylia published on the Website; "Privacy Policy" and "Cookie Policy" mean the policies set out in Annex A and Annex B, which form an integral part of these Terms and are also published on the Website; "PSP" means any authorised payment service provider or merchant of record engaged by Ekofylia to process online payments, including Inflow Pay SAS (Paris, France; www.inflowpay.com) ("Inflow"); and "Merchant of Record" means a PSP that, for the transactions it processes, acts as the seller of record, collects the payment, issues the related invoice or receipt and handles payment-related disputes; and "Business Day" means any day other than a Saturday, a Sunday or an official public holiday in the Republic of Bulgaria.
2. ACCEPTANCE AND HIERARCHY OF DOCUMENTS
2.1 By accessing or using the Website, or by ordering Services, you confirm that you have read, understood and agree to be bound by these Terms of Service (the "Terms"). If you do not agree to the Terms, you must not use the Website or order Services. 2.2 These Terms govern the use of the Website and, together with the Refund Policy, the Privacy Policy, the Cookie Policy and the applicable Engagement Letter, form the contract between Ekofylia and the Client for the Services. In the event of conflict, the Engagement Letter prevails over the Refund Policy, the Refund Policy prevails over these Terms in respect of cancellations and refunds, and mandatory provisions of law prevail over all of them. 2.3 These Terms apply to all Users regardless of their location or means of access. They are drafted in English, which is the language of the contract. Any translation is provided for convenience only.
3. PURPOSE OF THE WEBSITE AND ABSENCE OF OFFER
3.1 The Website is provided for informational and commercial purposes. It presents the activities, services and expertise of Ekofylia, allows prospective clients, partners and counterparties to submit enquiries and consultation requests, and shares general information relevant to international trade, raw materials and corporate strategy. 3.2 The content of the Website does not constitute an offer to buy or sell any commodity, financial instrument or investment, and does not constitute an offer capable of acceptance by mere submission of a form. A binding contract for Services is formed only in accordance with Article 6.
4. ELIGIBILITY AND PROFESSIONAL CLIENTS
4.1 The Services are designed for, and offered to, persons acting for purposes related to their trade, business, profession or corporate office. By ordering Services, the Client represents and warrants that it is at least eighteen (18) years old, has full legal capacity, acts in the course of its business or professional activity (or on behalf of the company it represents, with due authority to bind it), and is not ordering the Services primarily for personal, family or household purposes. 4.2 A person who nonetheless qualifies as a consumer under the Bulgarian Consumer Protection Act or Directive 2011/83/EU on consumer rights benefits from the mandatory rights described in Article 21 and in the Refund Policy, which these Terms do not restrict.
5. SERVICES
5.1 The Services consist of individually tailored strategic advisory and consulting services provided to company directors and senior executives, which may include strategic reviews, structuring and growth planning, cross-border trade and market-entry analysis, governance and decision-support sessions, and related deliverables, in each case as described in the applicable Engagement Letter. The Services are intangible, personalised and rendered remotely or in person at the times agreed between the parties. 5.2 The Services are management and strategic consulting services, which may include legal and regulatory analysis ancillary to a strategic mandate. Unless an Engagement Letter expressly states otherwise, they do not include representation before courts or authorities, formal legal opinions, tax advice, accounting or audit services, regulated investment advice or any other regulated activity, including investment services within the meaning of Directive 2014/65/EU (MiFID II) and payment services within the meaning of Directive (EU) 2015/2366 (PSD2). Ekofylia does not hold, receive or manage client funds or assets and does not act as an intermediary for any financial transaction of the Client. The Client remains solely responsible for obtaining qualified independent professional advice in these fields and for all decisions taken in its business. 5.3 Ekofylia performs the Services with the care, skill and diligence reasonably expected of a professional consultant, but the Services are an obligation of means and not of result. Ekofylia does not guarantee any commercial, financial or regulatory outcome, and the Client acknowledges that business results depend on factors outside Ekofylia's control.
6. ENQUIRIES, PROPOSALS AND CONTRACT FORMATION
6.1 Users may submit enquiries or consultation requests through the forms available on the Website. By doing so, the User confirms that the information provided is accurate, complete and not misleading, and that the request is made for a lawful purpose related to its professional or business activity. The submission of a form does not create any contract, mandate or business relationship. Ekofylia may decline any enquiry, in particular where it cannot complete its client due diligence, where a conflict of interest exists, or where the request falls outside its areas of expertise, without any obligation to give reasons. 6.2 Following an enquiry, Ekofylia may issue an Engagement Letter specifying the Services, scope, timetable, fees, payment terms and any applicable validity period. The contract for the Services is formed when the Client accepts the Engagement Letter by written confirmation, electronic signature or by payment through the Website or a payment link, whichever occurs first, and Ekofylia confirms the acceptance by e-mail. 6.3 Ekofylia will begin performing the Services only once the contract has been formed and the first payment due under it has been received, unless the Engagement Letter provides otherwise. Ekofylia will send the Client a confirmation of the order on a durable medium (e-mail) containing a copy of the applicable Terms, Refund Policy and Engagement Letter.
7. FEES, TAXES AND PAYMENT
7.1 Fees are stated in the Engagement Letter or on the Website, are expressed in euro (EUR), and are exclusive of value added tax and other applicable taxes unless expressly stated to be inclusive. Value added tax, where applicable, is determined and charged in accordance with the Bulgarian Value Added Tax Act and Directive 2006/112/EC and is shown at checkout or on the invoice; for as long as Ekofylia is not registered for VAT, it does not charge VAT in its own name. Where the Client is a taxable person established in another Member State of the European Union and supplies a valid VAT identification number, the supply may be subject to the reverse-charge mechanism, and the Client is responsible for providing accurate and verifiable VAT details before invoicing or checkout. 7.2 Payment is due in advance or in instalments as set out in the Engagement Letter. Ekofylia issues an electronic invoice for each payment, except where payment is processed by a Merchant of Record, in which case the invoice or receipt for that transaction is issued by the Merchant of Record under the arrangements agreed between it and Ekofylia and Ekofylia does not issue a separate invoice for it. Unless the Engagement Letter provides otherwise, invoices not settled through the Website are payable within seven (7) days of issue. Late payment entitles Ekofylia to statutory interest for delay and compensation for recovery costs under Bulgarian law and Directive 2011/7/EU on combating late payment in commercial transactions, and to suspend the Services until full payment, upon written notice. 7.3 The Client bears all bank, correspondent and currency-conversion charges applied by its own payment service provider, so that Ekofylia receives the full invoiced amount. Fees paid are refundable only in accordance with the Refund Policy.
8. PAYMENT PROVIDERS, MERCHANT OF RECORD AND PAYMENT SECURITY
8.1 Online payments for the Services are processed by one or more authorised third-party PSPs selected by Ekofylia, including Inflow. Payments are made through a secure checkout page or payment link hosted by the PSP, and the Client's use of the PSP is subject to the PSP's own terms and privacy notice, which the Client accepts at checkout and which Ekofylia does not control. 8.2 Where Inflow or another PSP acts as Merchant of Record, it is the seller of record of the payment transaction and deals directly with the Client for the collection of the price, the issue of the invoice or receipt, the collection and remittance of value added tax where applicable, and the handling of payment disputes, and the Client's payment obligation is discharged by payment to it. Ekofylia remains solely responsible towards the Client for the performance of the Services under these Terms and the Engagement Letter, for the Refund Policy and for the refunds due under it, which are executed through the Merchant of Record or PSP that processed the payment. 8.3 Ekofylia does not collect, see or store payment card numbers, security codes or full bank account details. Card and account data are processed exclusively by the PSP in compliance with the applicable security standards, including strong customer authentication under Directive (EU) 2015/2366 where required. 8.4 A payment is deemed received only when the PSP confirms the successful transaction to Ekofylia. The Client must ensure that it is authorised to use the chosen payment instrument. Ekofylia may refuse or cancel any order for which the payment is rejected, reversed or suspected to be fraudulent or unauthorised.
9. CANCELLATION, WITHDRAWAL AND REFUNDS
9.1 Cancellation, rescheduling, withdrawal and refunds are governed by the Refund Policy, which forms an integral part of these Terms and sets out the periods within which refunds may be requested. By ordering Services, the Client acknowledges that it has been given access to the Refund Policy before the contract is concluded and accepts it. 9.2 Where Article 21 applies, the Client is informed that the statutory right of withdrawal is exercised, and may be lost after full performance, as set out in the Refund Policy.
10. CLIENT OBLIGATIONS, COMPLIANCE, ANTI-MONEY LAUNDERING AND SANCTIONS
10.1 The Client undertakes to provide complete, accurate and timely information, documents and access reasonably required for the Services, and acknowledges that the quality and timing of the Services depend on such cooperation. Delays or deficiencies caused by the Client do not entitle it to any reduction of fees. 10.2 Ekofylia applies client due diligence and integrity procedures consistent with applicable anti-money-laundering, counter-terrorist-financing and sanctions legislation, including Directive (EU) 2015/849 as amended and the Bulgarian Measures Against Money Laundering Act. The Client undertakes to provide, on request, identification and beneficial-ownership information and information on the source of funds, and represents that it is not, and is not owned or controlled by a person who is, the target of sanctions administered by the European Union, the United Nations or any Member State. 10.3 Ekofylia may refuse, suspend or terminate the Services, and may withhold any refund pending verification to the extent required by law or by the PSP, if the Client fails to comply with this Article or if Ekofylia reasonably suspects unlawful activity. The Client shall not use the Services to facilitate any unlawful, fraudulent, corrupt or sanctioned activity.
11. USE OF THE WEBSITE
11.1 You may use the Website for lawful purposes only. You may browse, read and download content for personal, non-commercial information; submit enquiries and orders through the forms provided; and share links to the Website, provided that such sharing is not misleading, defamatory or commercially deceptive. 11.2 You must not use the Website in any manner that violates any applicable local, national, European or international law; that is unlawful, harmful, fraudulent, threatening, abusive, harassing, defamatory, obscene or otherwise objectionable; that involves unauthorised collection or processing of personal data of other Users; that introduces any virus, malware or other harmful code; that attempts to gain unauthorised access to the Website, its servers or any connected system; that reproduces, copies, sells or exploits any content for commercial purposes without our prior written consent; that engages in data scraping, automated querying or other unsolicited extraction of data, including text and data mining without our authorisation to the extent permitted by Directive (EU) 2019/790; or that impersonates Ekofylia or any of its representatives or affiliates. 11.3 Ekofylia may block access, remove content and report unlawful activity to the competent authorities where it has reasonable grounds to suspect a breach of this Article.
12. INTELLECTUAL PROPERTY
12.1 All content of the Website and all deliverables prepared by Ekofylia, including texts, graphics, logos, trade names, images, data compilations, methodologies, software and the selection and arrangement thereof, are the property of Ekofylia or its licensors and are protected by copyright, trademark, database and other intellectual property laws of the Republic of Bulgaria, the European Union and international treaties. No content may be reproduced, distributed, modified, transmitted, re-posted or used for any public or commercial purpose without the prior written permission of Ekofylia. 12.2 Subject to full payment of the applicable fees, Ekofylia grants the Client a non-exclusive, non-transferable, worldwide licence to use the written deliverables supplied under an Engagement Letter for the Client's internal business purposes. Ekofylia retains ownership of its pre-existing know-how, methods, templates and tools. Nothing in these Terms transfers any other intellectual property right.
13. CONFIDENTIALITY
13.1 Each party shall keep confidential all non-public information of the other party received in connection with the Services and use it only for the performance of the contract, except for disclosure required by law, by a competent authority or court, or to professional advisers and PSPs bound by equivalent confidentiality duties. This obligation survives termination of the contract for five (5) years. Ekofylia shall process any personal data contained in confidential information in accordance with Article 16.
14. INFORMATION AND CONTENT
14.1 Ekofylia endeavours to keep the information published on the Website accurate and up to date, but the content of the Website is provided for general information only, "as is" and "as available". Information on commodity markets, trade regulation and business conditions changes rapidly and must not be relied upon as the sole basis for a commercial decision. Users should obtain independent professional advice before entering into any commercial transaction. 14.2 Nothing in this Article excludes liability that cannot be excluded under mandatory law.
15. LIMITATION OF LIABILITY
15.1 To the fullest extent permitted by applicable law, Ekofylia is liable only for damage that is the direct and foreseeable result of its breach of contract or negligence. Ekofylia shall not be liable for indirect or consequential loss, loss of profit, revenue, business opportunity, goodwill or data, or for any loss resulting from the Client's decisions, from inaccurate or incomplete information supplied by the Client or third parties, or from the unavailability of the Website. 15.2 Subject to paragraph 15.3, where the Client is acting in the course of business, the total aggregate liability of Ekofylia arising out of or in connection with an Engagement Letter, whether in contract, tort (including negligence) or otherwise, is limited to the total fees actually paid by the Client under that Engagement Letter in the twelve (12) months preceding the event giving rise to the claim. 15.3 Nothing in these Terms excludes or limits liability for wilful misconduct, gross negligence, death or personal injury, fraud, or any other liability that cannot be excluded or limited under mandatory Bulgarian or European Union law, nor any statutory right of a consumer.
16. PRIVACY AND PERSONAL DATA
16.1 Ekofylia acts as controller of the personal data collected through the Website and in the course of the Services. The processing of personal data is described in the Privacy Policy (Annex A) and is carried out in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation) and the Bulgarian Personal Data Protection Act, on the legal bases set out in the Privacy Policy, which include the performance of a contract, compliance with legal obligations, legitimate interests and, where required, consent that may be withdrawn at any time. 16.2 Users have the rights of access, rectification, erasure, restriction, portability and objection provided by law and may lodge a complaint with the Bulgarian Commission for Personal Data Protection (www.cpdp.bg) or with the supervisory authority of their Member State of residence. Requests may be addressed to info@ekofylia.com. Personal data may be shared with PSPs, IT and professional service providers acting on our instructions, and with competent authorities where required by law.
17. COOKIES
17.1 The Website uses cookies and similar technologies. Strictly necessary cookies are used without consent. Analytics, marketing and other non-essential cookies are used only with your prior consent, given through the cookie banner in accordance with Directive 2002/58/EC (ePrivacy) as transposed in Bulgaria, and the Cookie Policy set out in Annex B. You may withdraw or modify your consent at any time through the cookie settings or your browser settings, which may affect certain functionalities of the Website.
18. THIRD-PARTY LINKS
18.1 The Website may contain links to third-party websites or resources that are not owned or controlled by Ekofylia. Such links are provided for convenience only and do not imply endorsement. Ekofylia has no control over, and accepts no responsibility for, the content, availability, privacy practices or policies of third-party websites.
19. WEBSITE AVAILABILITY
19.1 Ekofylia does not warrant that the Website will be available at all times or free from errors, interruptions or harmful components. Ekofylia may suspend, restrict or discontinue access to all or part of the Website for maintenance, security or other legitimate reasons. This Article does not affect any Service already paid for and due under an Engagement Letter, which remains subject to the Refund Policy.
20. FORCE MAJEURE
20.1 Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, governmental or regulatory acts, strikes, failures of public utilities, telecommunications or payment networks, and cyber-attacks despite appropriate safeguards. The affected party must notify the other promptly and use reasonable efforts to resume performance. If the event lasts more than sixty (60) days, either party may terminate the affected Services by written notice, and the Refund Policy applies to unperformed Services.
21. CONSUMERS AND MANDATORY RIGHTS
21.1 Where the Client or User is a consumer, nothing in these Terms limits any right that cannot be waived or restricted under the Bulgarian Consumer Protection Act, Directive 2011/83/EU, Directive 93/13/EEC on unfair terms, Directive 2005/29/EC on unfair commercial practices or any other mandatory rule of the consumer's Member State of habitual residence. In particular, a consumer who concludes a contract at a distance has a right of withdrawal within fourteen (14) days, exercised and refunded in accordance with the Refund Policy, and any provision of these Terms that is unfair or contrary to mandatory consumer law is not binding on the consumer.
22. CHANGES TO THE TERMS AND THE SERVICES
22.1 Ekofylia may update these Terms from time to time to reflect changes in law, in the Services or in its operations. The updated Terms are published on the Website with a new revision date and apply to Users with effect from publication, and to existing Clients thirty (30) days after notice sent by e-mail. Orders placed before the effective date remain governed by the version of the Terms in force at the time of the order, unless the change is required by law. Continued use of the Website after the effective date constitutes acceptance of the updated Terms; a Client who does not agree may terminate any ongoing Services before the effective date, subject to the Refund Policy.
23. NOTICES AND ELECTRONIC COMMUNICATIONS
23.1 Notices to Ekofylia must be sent to info@ekofylia.com. Notices to the Client are validly given by e-mail to the address provided in the Engagement Letter or order, and are deemed received on the next Business Day after sending, unless a delivery failure message is received. The Client consents to receive invoices, order confirmations and contractual communications by electronic means.
24. GENERAL PROVISIONS
24.1 If any provision of these Terms is held invalid, unlawful or unenforceable, it shall be severed or, where possible, replaced by a valid provision of the closest economic effect, and the remaining provisions shall continue in full force. No failure or delay in exercising a right constitutes a waiver of it. The Client may not assign or transfer its rights or obligations without Ekofylia's prior written consent; Ekofylia may assign the contract to an affiliate or a successor to its business upon notice. These Terms, together with the Refund Policy, the Privacy Policy, the Cookie Policy and any Engagement Letter, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior understandings.
25. GOVERNING LAW, DISPUTE RESOLUTION AND JURISDICTION
25.1 These Terms, the Refund Policy and any Engagement Letter, and any dispute or claim (including non-contractual disputes) arising out of or in connection with them or their subject matter, are governed by the law of the European Union applicable in the Republic of Bulgaria and by the law of the Republic of Bulgaria, including the Obligations and Contracts Act and the Commerce Act, in accordance with Article 3 of Regulation (EC) No 593/2008 (Rome I). The United Nations Convention on Contracts for the International Sale of Goods does not apply. 25.2 The parties shall first attempt to resolve any dispute amicably by written notice describing the dispute, followed by good-faith negotiations for thirty (30) days. The parties may agree to refer the dispute to mediation under the Bulgarian Mediation Act. This paragraph does not prevent either party from seeking urgent interim relief. 25.3 Any dispute that is not resolved amicably shall be submitted to the exclusive jurisdiction of the competent courts of Bourgas, Republic of Bulgaria, in accordance with Article 25 of Regulation (EU) No 1215/2012 (Brussels I Recast). 25.4 Where the User is a consumer, this Article applies without prejudice to (a) the protection afforded by the mandatory provisions of the law of the consumer's country of habitual residence under Article 6 of Regulation (EC) No 593/2008, and (b) the consumer's right under Articles 17 to 19 of Regulation (EU) No 1215/2012 to bring proceedings before the courts of the Member State where the consumer is domiciled and to be sued only in those courts. Consumers may also have recourse to alternative dispute resolution bodies and to the Bulgarian Commission for Consumer Protection (www.kzp.bg).
26. COMPLAINTS AND CONTACT
26.1 Complaints relating to the Website or the Services may be sent to info@ekofylia.com, indicating the name, the order reference and the grounds of complaint. Ekofylia acknowledges complaints within three (3) Business Days and endeavours to provide a reasoned reply within fifteen (15) Business Days.
26.2 For any question regarding these Terms, please contact Ekofylia EOOD by e-mail at info@ekofylia.com.
version 2.0, dated 17 October 2026