Terms & Conditions

General Provisions

1. These terms and conditions (hereinafter "Terms") apply to all future legal relationships between Zaneffi S.R.L., based in Bucharest, Romania, email: [email protected], RC: J40/1932/2023, CIF: RO47564952 as contractor (hereinafter "Agency") and the client (hereinafter "Client").
2. Business shall be conducted only based on these Terms. The Agency explicitly does not accept the Client’s terms and conditions unless explicitly agreed in writing. Derogations or conflicting terms from the Client’s terms and conditions will not form part of the contract, even if the Agency is aware of them, unless explicitly accepted in writing. The Agency is not obliged to object to the Client’s terms and conditions in any other form.
3. The Agency offers its services on a non-binding basis unless otherwise stated. Only orders or change requests placed in writing and confirmed by the Agency are binding.
4. In case of any conflict between an offer, project-specific documents, the Agency Contract, or these Terms, the documents shall apply in the following order of priority:
   • Offer
   • Project-specific documents
   • Agency Contract
   • These Terms
5. Amendments to these Terms will be communicated to the Client and shall be deemed agreed unless the Client objects in writing within 14 days of receipt of the notice of amendment. Such notice will inform the Client of the consequences of its silence and specify the clauses subject to change. This does not apply to material changes in service content and fees, which require explicit written consent from the Client.

Protection of Concepts and Ideas

1. If the Client invites the Agency to develop a concept and the Agency accepts the invitation before the main contract is concluded, the following applies:
2. Upon the Agency accepting the invitation to develop a concept ("Pitching Contract"), both parties enter into a contractual relationship governed by these Terms. The Client acknowledges that the Agency incurs significant costs in creating concepts, even if the Client has not yet accepted payment obligations.
3. Concepts developed by the Agency, including linguistic and graphic elements, are protected under Romanian copyright law (Law No. 8/1996), if they attain originality. The Client may not use or process these concepts without the Agency’s consent.
4. Further, concepts may contain non-original ideas relevant to product development, which are fundamental to the creative process. These include, but are not limited to, product designs, user flows, wireframes, and feature plans. The Client undertakes not to exploit these concepts outside the scope of a main contract unless they pay reasonable compensation as specified in the Agency’s cost estimate. This obligation ceases only after full payment of the agreed compensation.
5. If the Client believes that the Agency has presented ideas already in their possession, the Client must notify the Agency in writing within 14 days of the presentation, providing documented evidence. Failing this, the Agency’s ideas will be presumed original and new. The Client may seek exemption from its obligations under this paragraph by paying a reasonable compensation plus legal value added tax. The fees stated in the cost estimate are considered a reasonable compensation. The Client is exempt from its obligation not until the Agency has received the full compensation.

Scope of Services

1. The specific scope of services to be provided by the Agency will be outlined in the Agency’s written acknowledgment of the Client's order, or as otherwise agreed in writing by both parties. The Agency specializes in the design, development, and deployment of digital solutions, and its services may cover, but are not limited to, maintenance, consulting, strategy, design, development, testing, deployment, and post-launch support. The Agency retains the right to apply its expertise to determine the most suitable technologies, methodologies, and resources necessary to achieve the project goals.
2. Any subsequent changes to the scope of services, including modifications requested by the Client or adaptations based on new information, will require written approval from both parties. The Agency reserves the right to recommend alternative solutions if it determines that the proposed changes or methods would improve the performance, security, or usability of the project.
3. The Client is required to provide timely feedback and approvals on deliverables, such as drafts, prototypes, wireframes, or completed work. Failure to do so may result in project delays, for which the Agency will not be held responsible.

Client’s Duties to Cooperate

1. The Client shall provide the Agency with all necessary technical information, specifications, and materials required for the performance of the services in a timely manner. This includes, but is not limited to, product requirements, technical documentation, user stories, API documentation, access to development environments, and any existing codebases or design assets that are essential for the project.
2. The Client shall promptly inform the Agency of any circumstances that may impact the execution of the contract, such as changes in requirements, external dependencies, or updates to third-party integrations. Any additional costs or delays arising from incomplete, incorrect, or changed information provided by the Client will be borne by the Client.
3. The Client guarantees that all materials provided, including any third-party software, logos, images, or code, are free of any third-party intellectual property rights or that they have obtained the necessary permissions to use them. The Client shall indemnify and hold the Agency harmless against any claims resulting from the use of such materials, including damages and legal fees.

Third-Party Services

1. The Agency may, at its discretion, engage qualified third-party software providers, cloud platforms, or service providers to fulfill its contractual obligations. These third parties may include, but are not limited to, cloud service platforms (such as Amazon Web Services (AWS), Microsoft Azure, Google Cloud), third-party libraries, APIs, frameworks, or other service providers essential to the software development process. Where applicable, the use of these third-party services will be disclosed to the Client prior to engagement.
2. The Agency remains responsible for selecting, managing, and integrating third-party services into the project, ensuring that these services meet the agreed-upon standards of quality, security, and performance. However, the Agency cannot guarantee the availability or performance of these third-party services, as these are subject to the third-party provider's own terms and conditions, which may be subject to change.
3. Where the Client’s project relies on external services (such as APIs, cloud hosting, or software tools), the Client may be required to agree to the terms and conditions of these third parties. The Client acknowledges that such third-party dependencies may impact the project in terms of costs, maintenance, or compatibility, and any additional fees or complications arising from changes to third-party services will be the Client’s responsibility.

Target Dates

1. Unless explicitly agreed upon and confirmed in writing by the Agency, any deadlines or timeframes provided for the delivery of services or products are to be considered non-binding. Binding target dates for the completion of work or delivery of services must be confirmed in writing by the Agency in order to be enforceable.
2. The Agency will not be held responsible for delays if the Client fails to attend scheduled meetings, provide the required materials, or fulfill other necessary obligations in a timely and complete manner. In such instances, the Agency will not be deemed in default, and any agreed timelines may be adjusted accordingly to account for these delays caused by the Client’s lack of cooperation.
3. In the event that delays occur due to circumstances beyond the control of the Agency, such as force majeure or other unforeseen events that could not have been prevented with reasonable care, the Agency’s obligations to deliver services will be suspended for the duration and extent of the impediment. These delays may result from natural disasters, government actions, power outages, or other unpredictable events. Deadlines will be extended to reflect the length of the disruption, and both the Agency and the Client reserve the right to withdraw from the contract if the delay exceeds two months.
4. If the Agency is found to be in default due to its own actions, the Client has the right to withdraw from the contract only after granting a written grace period of at least 14 days for the Agency to fulfill its obligations. The Client is not entitled to claim damages for non-performance or delayed performance unless it can provide clear evidence of intent or gross negligence on the part of the Agency.

Premature Termination

1. The Agency may terminate the contract for good cause without notice. Such good cause includes, but is not limited to:
   • The Client's repeated breach of material contractual obligations (e.g., payment or cooperation duties).
   • Initiation of bankruptcy or insolvency proceedings against the Client’s assets.
   • Delays attributable to the Client, even after a 14-day grace period.
2. The Client may terminate the contract for good cause if the Agency breaches material terms and fails to rectify the issue within a 14-day notice period.

Fees, Terms of Payment, and Reservation of Title

1. The Agency is entitled to compensation for each individual service rendered. Payment for these services, as well as for any expenses or disbursements incurred on behalf of the Client, is due in full, without deductions, within fourteen (14) days from the date of the invoice. Until the full payment, including any associated liabilities, is received, all deliverables and goods supplied by the Agency remain the property of the Agency.
2. The Agency reserves the right to request advance payments or issue interim invoices during the course of the project. These advance payments may be required before specific milestones are reached or in response to the scale of the services being provided.
3. All fees quoted by the Agency are net amounts and are subject to applicable legal value added tax (VAT) and withholding tax, when applicable. Any services requested by the Client that go beyond the agreed scope or compensation will be invoiced separately, and any additional expenses or disbursements incurred by the Agency must be reimbursed by the Client.
4. Cost estimates provided by the Agency are non-binding and do not constitute a formal offer. These estimates are meant to provide guidance but do not commit the Agency to performing the services outlined within them. Should there be any uncertainty, the Agency reserves the right to issue free cost estimates. However, all drafts, plans, calculations, and other documentation generated during this estimation process remain the intellectual property of the Agency and may not be shared or utilized by third parties without the Agency’s express written consent, even if a contract is awarded.
5. The Agency is entitled to receive compensation for work performed, even if the Client decides not to implement or proceed with the deliverables for any reason. Section 1168 of the Romanian Civil Code, which pertains to waivers of compensation, is explicitly excluded. Furthermore, payment of the agreed compensation does not automatically grant the Client the right to use the work already completed. If the Client opts not to implement the deliverables, any concepts, drafts, or other documents must either be returned to the Agency or destroyed immediately.
6. In cases where the Client delays payment, the Agency is entitled to charge the legally applicable default interest rate for commercial transactions. Additionally, under Section 458 of the Romanian Corporate Code (UGB), the Agency may demand a lump sum of EUR 40.00 as compensation for debt collection costs. Should collection costs exceed this lump sum, the Agency is entitled to further reimbursement as per § 1333 (2) of the Romanian Civil Code. The Agency reserves the right to enforce any other legal claims or rights related to delayed payments.
7. If any of the Client’s payments are late, the Agency may also demand immediate payment of all services and partial services provided in the context of other contracts concluded with the Client. The Agency may refuse to provide services until the Client has paid the outstanding amount. Where payment in instalments was agreed, the entire compensation is due if the Client has not paid partial amounts or ancillary claims in due time. The entire outstanding amount owed is immediately due for payment.
8. If any payment from the Client is overdue, the Agency may immediately demand payment for all services and partial services delivered under other contracts with the Client. The Agency may also withhold further services until all outstanding payments have been received. In cases where payment installments have been agreed upon, failure by the Client to pay any individual installment or ancillary claim on time will result in the entire remaining balance becoming immediately due. The Agency may, at that point, demand full payment of the outstanding amount.
9. The Agency is not obliged to provide further services for the Client until the Client has paid the outstanding amount (right of retention). This shall not affect the Client’s obligation to pay the Agency’s fee.
10. In addition, the Client is not permitted to offset their own claims against the Agency’s claims unless those claims have been explicitly acknowledged by the Agency in writing or have been established by a court of law.
11. Finally, the Agency reserves the right to retain deliverables and withhold further services if the Client has outstanding payments. The Client’s obligation to pay the agreed fee remains unaffected by any delays in service provision caused by the enforcement of this right of retention.

Intellectual Property and License Rights

1. All software, code, documentation, wireframes, and digital products created by the Agency for the Client are subject to Romanian copyright law and international intellectual property regulations. Upon full payment for the services rendered, the Client is granted a non-exclusive, non-transferable license to use the software products only for the purposes agreed upon in the contract.
2. The Client may not copy, modify, distribute, or otherwise use the software outside the agreed scope without prior written consent from the Agency. The Agency retains the right to any proprietary frameworks, tools, libraries, or processes developed during the project, unless these are explicitly assigned to the Client in writing. If the Client wishes to extend the use of the software beyond the original agreement, additional licensing fees may apply.
3. The Agency also retains the exclusive right to further modify, enhance, or develop the software, unless otherwise agreed in writing. If modifications or adaptations are made by the Client, they must not credit the modified software as an original creation of the Agency without express written permission.

Labeling and Reference

1. The Agency reserves the right to include its name, logo, or branding within any software, SaaS platforms, or digital products developed for the Client. This labeling may include, but is not limited to, credits within the application or acknowledgment in product-related documentation. The Client agrees that such branding does not entitle the Client to any form of compensation.
2. Additionally, the Agency may use the Client’s name, project title, and logo for its own reference purposes, including in promotional materials, case studies, presentations, and on the Agency’s website. This reference use is intended to showcase the Agency's expertise and portfolio to prospective clients. The Agency will not disclose sensitive project details or intellectual property without prior consent from the Client, and the Client may request the exclusion of specific references in writing.

Warranty

1. The Client must notify the Agency of any defects in the delivered work or services in writing within eight (8) calendar days of receipt, detailing the defect. If no timely notification is made, the Client is deemed to have accepted the work, and the right to assert warranty claims is waived.
2. If a valid and timely defect report is made, the Agency will provide rectification or replacement of the service. The Agency must be given a reasonable period, no less than fourteen (14) calendar days, to remedy the defect. If the defect cannot be rectified without disproportionate effort, the Agency reserves the right to refuse corrective action. In such cases, the Client may request a reduction in fees or withdraw from the contract, provided legal conditions are met.
3. The Agency is not responsible for defects caused by the Client, including cases where the Client’s data or materials provided for the project are insufficient, erroneous, or incomplete. Moreover, the Agency does not guarantee that the services will fully meet subjective expectations unless expressly stated in the contract. The warranty period for all services is six (6) calandar months from delivery or completion.
4. The Agency is not liable for performance issues or defects resulting from the involvement of third parties, including third-party platforms, software, or services used as part of the project. The Client acknowledges that third-party performance may impact the overall functionality or availability of the deliverables, and any issues stemming from these external services fall outside the Agency's responsibility.
5. The Agency is not obligated to take corrective action if defects within the Client’s control impede the Agency’s ability to rectify the issue. If the Client fails to address such defects within a reasonable period of time, the Agency will not be responsible for any resulting delays or inability to remedy the defect.
6. The Client’s recourse claims against the Agency, as provided under Article 933b (1) of the Romanian Civil Code, expire twelve (12) months after delivery or service completion. The assumption of liability under Article 924 of the Romanian Civil Code is excluded.

Liability

1. The Agency’s liability for property damage or financial loss due to slight and gross negligence is excluded. This applies to any direct or indirect damage, including loss of profit, delay damages, impossibility of performance, or third-party claims. The Client is responsible for proving gross negligence or intent on the part of the Agency to claim damages.
2. To the extent legally permissible, the Agency is not liable for consequential damages, such as loss of profit, lost opportunities, loss of savings, or third-party claims. The Client shall indemnify the Agency from any claims arising from the use of third-party intellectual property provided by the Client, including damages and legal fees.
3. Furthermore, the Client assumes responsibility for verifying that the materials they provide (e.g., logos, photos, or text) do not infringe on third-party rights. The Agency will not be held liable for such violations, and the Client indemnifies the Agency against any claims arising from such violations.
4. The Client agrees to assist the Agency in defending against third-party claims by providing necessary documents and information.
5. The Agency’s liability for claims made against the Client, resulting from services delivered by the Agency, is limited to cases where the Agency failed to fulfill its duty to inform, or such obligation was not apparent. The Client’s claims for damages expire six (6) months after they become aware of the damage. However, claims must be made within three (3) years of the event that caused the damage. The maximum recoverable damages are limited to the value of the specific order.

App Stores and Software Distribution Platforms

1. Before the Client awards any contract involving the distribution of software applications through third-party platforms, such as the Apple App Store, Google Play, or other software distribution platforms, the Agency will inform the Client of the applicable submission, review, and approval processes. These platforms may impose specific conditions or reserve the right to reject or remove software without prior notice, which may affect the deployment or availability of the Client’s applications.
2. In the event of platform-related disruptions (such as content rejections or application removal), the Agency shall assist the Client in understanding the reasons and, where possible, help resolve the issues. However, the Agency cannot guarantee approval, uninterrupted availability, or a specific timeline for the restoration of services. The Client acknowledges that the policies of these third-party platforms may affect the distribution and operation of the product and that the Agency performs services in compliance with those policies but has no control over third-party decisions. Any additional costs or delays caused by such platform policies will be borne by the Client.

Written Form

1. Amendments or modifications to these Terms or any other part of the contract must be made in writing to be valid. This also applies to the waiver of the requirement for the written form.
2. Any verbal side agreements between the parties are invalid unless confirmed in writing. Agreements made prior to the written contract are also void unless incorporated into the contract.

Severability

1. If any provision of these Terms or the contract is found to be invalid, in whole or in part, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of the original provision.
2. If any provision is found to be invalid due to its temporal or geographical scope, it shall be enforced to the maximum extent permitted by law.

Choice of Law

1. All contractual relationships, rights, obligations, and claims arising between the Agency and the Client shall be governed exclusively by Romanian law, excluding its conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Place of Performance and Venue

1. The place of performance for all contractual obligations shall be the registered office of the Agency in Bucharest, Romania.
2. Any disputes arising out of or related to this contract shall be exclusively subject to the jurisdiction of the competent courts in Bucharest, Romania. However, the Agency reserves the right to bring claims against the Client in the courts of the Client’s general place of jurisdiction.