Terms of Service SR Solutions AI SRL (ToS)
1) PREAMBLE
(1) These Terms are the result of the firm agreement of the parties, who fully and unreservedly undertake their content.
(2) These Terms are the only legal act applicable between the parties regarding the regime of services that are their subject matter. On the date of acceptance of these Terms, any agreement, written or verbal, any negotiation agreement or pre-contract previously occurred between the parties, which would concern any of the benefits covered by these Terms, shall cease to apply.
(3) The acceptance of these Terms has as sole purpose the generation of the obligations as identified herein and under the conditions established herein. These Terms only cover benefits on which the parties have proposed to contract, no matter how general the used terms. The effects of these Terms do not concern or extend to any other joint action of the parties.
(4) Neither of the parties may use the provisions of these Terms in relation to the other contractor or third parties to obtain patrimonial or other benefits, different from those provided for herein.
(5) Each of the parties is responsible for complying with and – where appropriate – of informing the co-contractor, of its legal obligations, such as those of a fiscal nature, arising in connection with the performance of these Terms.
2) CONTRACTING PARTIES
(1) The contractor is a legal Romanian entity, operating according to Romanian legislation in force.
(2) Through the consent expressed at the acceptance of these Terms, each of the parties guarantees that, at the time of agreement, it is legally established and operates in accordance with the provisions of the legislation that apply to it.
(3) Each of the parties also guarantees that its agreement and carrying out of these Terms does not conflict with any of the provisions of its incorporation documents, with the approval of the competent statutory body, approval in force, not revoked at the date of the agreement.
(4) Each party confirms that the representative expressing its consent at the acceptance of these Terms is acting within the limits and in compliance with the awarded power of attorney, without being in conflict of interest with the one it represents. Any cause of ineffectiveness with regard to the mandate of the representative of one of the parties is not binding to the co-contractor.
3) SUBJECT
(1) These Terms are accepted for the remunerated provision of customized works and services provided by the contractor for the benefit of the co-contractor. Work means the built-in asset that is delivered to the beneficiary, consisting of a computer program, website, or application for purposes such as automating customer service interactions, for fast solving of online requests, without human intervention, based on artificial intelligence, other machine learning algorithms, etc. Service means any operation to update, modify, improve, streamline, enhance operational security, etc., of a program or computer application used by the beneficiary.
(2) The contractor will perform, at its own risk, in compliance with the technical details and the agreed finalities, the works requested by the beneficiary, taking into account the particular utility pursued by it.
(3) Also, under the conditions established by these Terms, the contractor will perform regular maintenance, updating, etc., for the benefit of the co-contractor, throughout the entire time period stipulated contractually.
(4) The contractor shall act independently in the performance of these Terms, taking into account the particular requests and objectives pursued by the beneficiary. At the request of the beneficiary, the contractor will inform it, throughout the execution of the service/work, about the stage of the work/service.
(5) CONTRACTUAL GUARANTEES. The contractor guarantees the beneficiary, under Romanian law, against any lack of compliance or defects of the work provided in the performance of these Terms. The beneficiary has the obligation to notify the contractor in writing of any apparent vices (defects) or non-compliances (e.g. lack of functionality) of the work within 72 hours of its implementation, subject to the sanction of the loss of the right to claim the remedy. If the vices/non-compliances were hidden at the date of implementation, the beneficiary has the obligation to notify in writing their occurrence within 72 hours from the moment when they became manifest, subject to the sanction of the loss of the right to claim the remedy.
4) INTELLECTUAL PROPERTY. LIMITS ON THE RIGHT AWARDED TO THE BENEFICIARY
(1) The regime of intellectual property rights over any original works created in the performance of these Terms is and remains governed by Romanian law. In the sense of Romanian law, copyright is the moral and/or patrimonial right legally recognized, considering the quality of creator of the original work.
(2) The contractor shall retain the status of the subject of the copyright in the original work (computer program, application, etc.) executed for the benefit of the co-contractor under these Terms.
(3) Under these Terms, the transfer of property rights associated with copyright will operate exclusively. The moral rights of the author are not subject to assignment under these Terms.
(4) Regardless of the enforcement of the rules related to intellectual property, the beneficiary is granted the right to exclusive exploitation of the work (computer program, application, etc.) for an indefinite period. The beneficiary is not entitled to:
[a] reproduce the work,
[b] distribute the work,
[c] re-use the source code (if applicable),
[d] make derivative works, respectively
[e] extract and use or market parts of the work.
(5) INALIENABILITY. The beneficiary may not alienate, on an onerous or free basis, the intangible asset acquired through the performance of these Terms. The transfer of the exclusive right of exploitation can only be made in case of reorganization by merger, division, or transformation, with the consequence of the total or partial transfer of the patrimonial rights of the beneficiary.
5) OBLIGATIONS OF THE PARTIES
(1) The contractor undertakes the following obligations:
[a] to inform the beneficiary of the infrastructure – hardware, software, and internet connectivity – necessary for the correct and efficient operation of the software, the website, etc.
[b] to inform the beneficiary of the limits and conditions for effective use of the software, the website, etc. (e.g. operation in different time zones; maximum number of simultaneous connections or requests).
[c] to inform the beneficiary about the content of the services invoiced, when communicating the monthly invoice.
(2) By accepting these Terms, the beneficiary undertakes the following obligations and duties:
[a] the obligation to pay, at maturity, the contract price into the account and in the currency indicated in these Terms;
[b] the duty to communicate to the contractor, prior to the commencement of the performance of these Terms, all information relating to the utility/finality and/or particular conditions of operation of the work which it is considering;
[c] the duty to ensure, prior to implementation, the infrastructure – hardware, software, and internet connectivity – indicated by the contractor;
[d] the obligation to provide the contractor with all the data necessary for the performance of these Terms (e.g. categories and characteristics of the marketed products);
[e] the duty to ensure the contractor has remote access to its own hardware, in order to implement the computer program, etc., or to carry out regular services of updating, modification, etc.;
[f] the duty to notify the contractor within the shortest possible delay of any apparent dysfunctions of the program, application, web program, etc., performed in the carrying out of these Terms.
6) EXECUTION & PAYMENT TERMS
(1) EXECUTION OF WORK – EXECUTION ORDER. The execution of the work shall be based on the instructions and conditions set forth in these Terms.
(2) The date of payment is the one on which the contractor’s account is credited with the full amount that is the subject of the payment, without the date of the payment order initiated by the beneficiary being relevant.
(3) PENALTIES. Failure to pay the contract price at maturity, in whole or in part, entails late payment penalties of 0.1% per day of delay, calculated from the total amount due as contract price.
CONVENTIONAL SURCHARGE. The contractor shall be authorized to recover as a matter of priority any amounts due as penalties from any subsequent payments made by the beneficiary under these or future Terms.
(4) PRICE OF THE SERVICE. The obligation to pay the price of the services rendered under these Terms shall become due on the third business day from the last of the current month, provided that the related invoice is communicated by the contractor.
(5) The provisions concerning the date of payment, penalties, and surcharge of payment shall apply similarly.
(6) EXCEPTION OF NON-EXECUTION. The contractor is entitled to notify the beneficiary in writing of its refusal to start or continue the performance of due services, if payment has not been made, in whole or in part, for prior obligations resulting from these or other Terms concluded with the contractor.
The contractor may also refuse to start or continue the performance of services if the beneficiary fails to perform its own obligations on which the execution depends.
(7) PRICE SUPPLEMENTATION. Whenever the beneficiary has failed to initially provide all necessary information related to the utility and/or specific operating conditions of the work, which causes execution costs to increase, or if it later decides it wants additional utilities, the parties will agree by written addendum on the corresponding price supplementation. In the absence of such an agreement, the work will proceed under the original terms.
(8) The beneficiary is in legal default in its capacity as contract creditor, resulting in liability for late payment penalties from the day it is notified to perform its own duties. Penalties are calculated according to the same rules applied for delayed payment of the due price.
7) OBLIGATION OF CONFIDENTIALITY
(1) The parties undertake not to disclose – directly or indirectly, in whole or in part, by actions or by inactions – to any other person the information obtained as a result of the conclusion and execution of these Terms. The obligation of confidentiality is considered by the parties as essential.
(2) Confidential information shall refer to any ideas, plans, specifications, models, sketches, technical or other non-public information disclosed during or after the conclusion of these Terms. The content of these Terms is also confidential. This obligation remains even after the Terms cease to produce effects.
(3) “Disclose” includes copying, transmission or synthesis of confidential information, whether intentional or negligent, and also failure to take measures that would have prevented third-party access.
8) OBLIGATION OF LOYALTY
(1) For 5 years after termination, the beneficiary shall refrain from employing contractor’s employees or contracting with its subcontractors involved in these Terms.
(2) Any breach of this obligation (including offers to hire) will be sanctioned with a penalty of EUR 20,000.
(3) The beneficiary agrees to use the information related to contractor/subcontractors/employees only when necessary to perform these Terms.
9) PROTECTION OF PERSONAL DATA
(1) Each party is independently liable for the lawful processing of personal data. If a party discloses personal data unnecessarily, it must delete it and is liable for any resulting damage.
(2) Each party may collect and use data such as name, address, ID number, phone, email, IBAN, etc., strictly necessary to perform the contract.
(3) Each party must issue and deliver its own GDPR-compliant privacy notice to affected individuals within 30 days of processing personal data.
(4) Each party must ensure personal data is accurate and must inform the other party of changes that may affect contract performance.
10) FORCE MAJEURE AND ACTS OF GOD
(1) A party is not liable for damages caused by a force majeure or act of God.
(2) Insolvency, price increases or loss of economic interest are not considered force majeure events.
(3) Contractual obligations are suspended during such events.
(4) The affected party must notify the other in writing within 2 working days of the event’s occurrence.
(5) Notification must also be sent when the event ends.
(6) If the situation lasts more than 6 months, either party may terminate the Terms by written notice.
11) PROHIBITION OF CONTRACT ASSIGNMENT
(1) The contractor cannot transfer its contractual role to another party. Such transfers are invalid for the beneficiary.
(2) Debt transfers to third parties are void unless agreed by the co-contractor.
12) TERMINATION / DISCONTINUATION OF THE CONTRACT
(1) The contract ends in any of the following ways:
[a] expiration of intellectual property rights;
[b] rescission due to failure to meet obligations;
[c] unilateral denunciation, where permitted;
[d] mutual agreement.
(2) Before pursuing termination legally or otherwise, the parties must enter good-faith negotiations for at least 30 days following written notice.