These terms and conditions are between Vulpis Transylvania S.R.L and the client and apply to the provision of service of Vulpis Transylvania. Every contracted service of Vulpis Transylvania falls under the terms and conditions described below. These terms and conditions are translated in multiple languages, in the case of difference between the versions the English version is leading.

 

Definitions and interpretations

• Vulpis Transylvania

Vulpis Transylvania SRL, Located at Strada Principala 48, Bixad, Romania, Registration number 42226284

• Contract

Document send out by Vulpis Transylvania outlying client details, project/work scope, costs to client and payment terms

• Client

The company who has a contract with Vulpis Transylvania to provide services

• Proposal

Written overview of the services that Vulpis Transylvania want to provide for the client and at what costs.

• Duration agreement

Ongoing contract for a longer period during which Vulpis Transylvania will provide ongoing services

• Party / Parties

Vulpis Transylvania and/or Client, either together or separately

• Project (s)

Work provided by Vulpis Transylvania for client, scope of project will be detailed in the contract between client and Vulpis Transylvania.

 

Article I.Generic Terms and Conditions

 

1.01Applicability

(a)These terms and conditions are applicable to all offers, contracts and work provided by Vulpis Transylvania including but not restricted to any agreements which result from these.

(b)If any to Vulpis Transylvania offer or accepted offer is revered to other Terms and Conditions then the acceptance of this will be rejected by Vulpis Transylvania, unless both parties have a written agreement to the contrary.

(c)Deviations of these Terms and Conditions are only possible if explicitly agreed by both parties in writing before acceptance of the agreement.

(d)In the case of one or multiple articles of these Terms and Conditions being no longer relevant, the other articles will still stand. If needed both parties will put in writing newly agreed articles, where the new text will be as close as possible to the intended purpose and embodiment of the previous article.

 

1.02Coming into effect

(a)A proposal created by Vulpis Transylvania is without commitment and valid for 14 days after sending by Vulpis Transylvania, unless mentioned differently in the proposal. Vulpis Transylvania can retract any offer at all times, be it that after acceptance by client this is limited to 48 hours.

(b)Client must accept the contract in writing. If the client omits this but nevertheless agrees, or at the least creates the impression of agreement with the contract, then the contract will be considered accepted.

(c)Without prejudice to the authority of Vulpis Transylvania, to withdraw the proposal in accordance with Article 1.02a, after acceptance the Terms and Conditions can only be amended with Mutual consent. See for changing these Terms and Conditions relevant Article 1.10

(d)The contract is valid from the moment Vulpis Transylvania receives signed contract from the client, unless Vulpis Transylvania has retracted the proposal in due time according to Article 1.02a

 

1.03Pricing and payment

(a)All pricing are excluding Value added tax (VAT) and other potential government levies. Vulpis Transylvania reserves the right to revise the rates once a year. A change in rates will be made known to the client no later than two months prior to the change. An indexing in accordance with the consumer price index (CPI) of the hourly rate will be implemented annually without notice.

(b)In case of Pre-payment no work will be undertaken until the agreed amount has been received by Vulpis Transylvania

(c)Payment of invoices is to be done by client within 14 days of invoice date, unless explicitly agreed in writing by both parties

(d)Vulpis Transylvania shall create an invoice for the amount owned by the client

(e)It is possible (if agreed in writing) that Vulpis Transylvania will pay for certain services (ie. Paying 3th party for marketing costs) needed to provide services. These amounts will have to be paid in advance and an invoice will be send for this. Vulpis Transylvania can send extra invoices where required to supplement these amounts where needed.

(f)If client does not pay the full invoice withing the invoice term as set out in Article 1.03c the client will have to pay a monthly interest of 2%. If the legal interest is higher than 2% the legal interest will be adhered to. If client does not pay in time for the services set out in Article 1.03e, these services can be (temporarily) stopped.

(g)In the case a client does not pay on time the client is required to pay besides the invoice amount + interest also all other costs (ie. Debt collector, legal council)

(h)The claim for payment is immediately due and payable if the Client is declared bankrupt, applies for a moratorium, or seizes all assets of the Client, the Client dies and, furthermore, if it goes into liquidation or is dissolved.

(i)In the event of previous article being applied, Vulpis Transylvania is allowed to Immediately stop all services for the client, the client will have no right on damages in the case they would occur due to the termination of services.

(j)Only payments to Vulpis Transylvania will be accepted as payment for the services

 

1.04Duration and termination

(a)The contract will be for the duration as mentioned on the contract. Unless the contract is for a one-off project the contact will be considered a duration agreement.

(b)In the case of a duration agreement, the duration is for the period as mentioned on the contract, by lack of specific duration a period of one year will be applied and will be auto renewed for the same period. For termination there is a notice period of 3 months.

(c)The agreement can only be terminated according to the terms in the Terms and Conditions or by written agreement of both parties.

(d)Vulpis Transylvania can terminate the contract with immediate effect if at least one of the following special grounds is relevant:

1. Client is in default regarding an essential obligation

2. Client has filed for bankruptcy

3. Client has requested moratorium

4. The activities of the client are being terminated or liquidated

(e)If Vulpis Transylvania terminates the contract the client will be obliged to pay for the amount owed to Vulpis Transylvania up to the date of termination

(f)If the early termination of the contract is attributable to the client, Vulpis Transylvania has right to damages resulting from the contract termination

(g)After cancellation, termination or dissolution for whatever reason Vulpis Transylvania is entitled directly after the effective date to delete all information regarding the client or to make the data inaccessible and deactivate the accounts created for the client. Vulpis Transylvania is not required to hand over a copy of the information to the client. Contract and contact information will be kept on file at Vulpis Transylvania.

 

1.05Providing services

(a)After a contract has been signed the services will be started as soon as possible according to the dates agreed with the client. Vulpis Transylvania will do their duties to their best abilities and care.

(b)By Vulpis Transylvania given delivery dates are considered indicative, unless where there are agreed SLA’s regarding set delivery.

(c)Client is required to do all that’s necessary within reasonable time in order to enable Vulpis Transylvania to due their duties. Client understanding that a delay in client co-operation can impact services and results provided by Vulpis Transylvania

(d)Client shall give Vulpis Transylvania access to all required physical locations, services and accounts in her control (ie. Website) which are needed for Vulpis Transylvania to provide the services as agreed by contract.

(e)Vulpis Transylvania guarantees that the services will be provided at their best abilities. If required to provide excellent service, Vulpis Transylvania can contact a 3rd party to provide specific services. Vulpis Transylvania will remain the responsible party towards the client.

(f)Unless otherwise agreed, Vulpis Transylvania is not a party to the delivery of services from third parties, such as software licenses or hosting that are required for the performance of the Services, not even if Vulpis Transylvania uses these services for the benefit of the Client. For software licenses supplied as a Service, it depends on the supplier whether Vulpis Transylvania is the contractual counterparty of the Client or whether the supplier will be. Vulpis Transylvania will provide adequate information on this.

(g)Vulpis Transylvania is permitted to (temporarily) suspend services in the case the client is not acting according to the Terms and Conditions or the contact.

(h)Vulpis Transylvania will work to reply to client requests as soon as possible but cannot commit to a timeframe unless a specific SLA has been mutually agreed in writing.

(i)If agreed with client that Vulpis Transylvania has access to an account created by Client or Vulpis Transylvania all actions taken by Vulpis Transylvania will be done under responsibility and risk of client. If client believes misuse or mismanagement is in effect the client is responsible to immediately inform Vulpis Transylvania.

(j)Any changes to the provided services required by the client (be it due to changing circumstances or any other reason) will be invoiced according due to the new increased or decreased costs for Vulpis Transylvania

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1.06Non-disclosure agreement

(a)Parties will treat information that they provide to each other before, during or after the execution of the Agreement confidentially when this information is marked as confidential or when the receiving Party knows or should reasonably suspect that the information was intended to be confidential. The parties also impose this obligation on their employees and on third parties engaged by them for the implementation of the Agreement. This does not apply if the disclosing Party demonstrates that certain information is already publicly known, other than by breaching this confidentiality obligation

(b)The obligation to maintain confidentiality also remains after termination of the Agreement for whatever reason, and for as long as the providing Party can reasonably claim the confidential nature of the information.

(c)Violation of the preceding paragraph means that the offending Party owes the other Party a fine of € 5,000.00 that can be demanded for this Party directly and without further notice of default (in words: five thousand euros and zero eurocent excl. VAT), without prejudice to the right of the Parties to recover the full damage they have suffered from the infringing Party.

(d)Both parties are allowed in advertising, marketing or other activities to make known of the fact that they are working or have worked with each other. This right is limited to the use of each other’s name, logo’s, websites, brochures and advertisements.

 

1.07Liability

(a)Vulpis Transylvania only excepts liability (regardless on what ground) according to this Section.

(b)In the event of an attributable shortcoming on the part of Vulpis Transylvania, the liability arising from this shortcoming will be limited to compensation for direct damage. The total liability of Vulpis Transylvania will be maximized to the amount of the price stipulated for the performance (excl. VAT). If the performance is mainly a duration performance with a duration of more than one year, the stipulated price will be set at the total of the fees (excl. VAT) that the Client has owed in the period up to a maximum of six months prior to the damage-causing fact. Under no circumstances will the total compensation for direct damage amount to more than the maximum amount to be paid in Vulpis Transylvania’s professional liability.

(c)Liability for indirect damages (Including but not limited to missed sales, missed savings, business stagnation) is under no situation applicable to Vulpis Transylvania

(d)The liability of Vulpis Transylvania due to attributable shortcoming in the fulfilment of the Contract only arises if the Client immediately and properly declares Vulpis Transylvania to be in default in writing, thereby stipulating a reasonable period for the purpose of remedying the shortcoming, and Vulpis Transylvania also attributable after that period, fails to fulfil its obligations. The notice of default must contain as detailed a description as possible of the shortcoming, so that Vulpis Transylvania is able to respond adequately. A condition for the existence of any right to compensation is always that the Client reports the damage to Vulpis Transylvania in writing within 30 days of its occurrence.

 

1.08Force Majeure

(a)Neither of the Parties can be held to fulfil any obligation if a circumstance beyond the control of the Parties, which could not or should not have been foreseen at the time of the conclusion of the Contract, cancels out any reasonable possibility of compliance.

(b)In the event of a possible delivery date, the delivery date will be extended by the amount of time that Vulpis Transylvania was unable to perform their duties due to Force Majeure.

(c)The circumstance of force majeure can, for example, be understood to mean: (a) disruptions of the internet or other telecommunication facilities, (b) shortcomings by parties on whom Vulpis Transylvania depends on the provision of the Services, (c) defectiveness of goods, equipment, software on which the use by client is prescribed to Vulpis Transylvania, (d) non-availability of one or more staff members (due to illness or otherwise) (e) government measures, power outages, internal disturbances, mobilization, war, blockage in transport, strike, exclusion , stagnation in supply, fire, flooding, import and export barriers and (f) if Vulpis Transylvania is dependent on activities, operations and delivery materials from the Client, in which the Client fails to deliver or fails to deliver on time what he should deliver.

(d)In the case a Force Majeure lasts longer then 2 months (60 days) both parties can request in writing to terminate the contract. In this case Vulpis Transylvania can bill for the already made costs and provided services.

 

1.09Intellectual Property

(a)Products and content created by Vulpis Transylvania will remain the intellectual property of Vulpis Transylvania

(b)Vulpis Transylvania has the right to apply Copyrights on her intellectual properties. Meaning that the client cannot reproduce or share with 3rd parties the products created by Vulpis Transylvania.

(c)The Client guarantees that the Materials, data, content and communications made available to Vulpis Transylvania within the framework of the execution of the assignment do not infringe statutory regulations or the protective rights of third parties or are otherwise unlawful in relation to from third parties and indemnifies Vulpis Transylvania against claims from third parties or for the direct and indirect consequences, both financial and other, that arise from the use of those Materials, data, etc. by Vulpis Transylvania

(d)If client is in violation with articles 1.09 A or B the client has to pay a fine of € 5.000,- regardless the right of indemnification to Vulpis Transylvania

 

1.10Changes to Terms and Conditions

(a)Vulpis Transylvania has the right to make changes to the Terms and Conditions in agreement with the client

(b)Changes to the terms and conditions will be active 30 days after it has been communicated, be it electronically or via other ways

(c)If the client doesn’t agree with the new Terms and Conditions, it is in it’s right to terminate the contract up until the new Terms and Conditions come into effect.

 

1.11Final Provisions

(a)Romanian law is applicable to these Terms and Conditions

(b)Unless otherwise required by law, any disagreements arising from these terms and conditions will be put forward to the court of law in Sfantu Gheorge, Covasna, Romania.

(c)Information and announcements on our Websites, Brochures, advertisement or other expressions of any kind, are without prejudice. In case of inconsistency between earlier communication and the contract the contract will prevail.

(d)Information received or saved by Vulpis Transylvania from the client will be considered authentic unless proven to the contrary by the client.

(e)Electronic communication (For example but not limited to E-mail, SMS) is also considered in these Terms and Conditions where “in writing” is applicable.

(f)Both parties will have to keep each other informed in writing in case of change in name, address, bank account number, phone number, email address.

(g)Both parties are only allowed to transfer any rights or responsibilities under these Terms and Conditions by written approval from the other party.

 

Article II.Project specific

 

2.01Development of works in general

(a)With regard to the development, configuration and / or adaptation of Works including but not limited to: websites, applications, Projects, layout, data files, software, documentation, advice, marketing and advertising campaigns, reports, analyses, designs, texts, photos, films, sound recordings, images, audio-visual material, logos or house styles, the provisions of this article apply.

(b)Vulpis Transylvania does not give any guarantees regarding the functioning when used with outdated or not current technologies

(c)If a service provided by Vulpis Transylvania requires the client to provide materials the client is responsible to assure to have all licences and rights in order for Vulpis Transylvania to use the materials to provide the service.

(d)Vulpis Transylvania has the right, unless otherwise agreed, to use images, software and components of third parties, including stock photos and open source software in order to provide its services and products.

(e)The client remains responsible for the correct licencing and rights after the delivery of the materials.

 

2.02Delivery and acceptance projects

(a)Vulpis Transylvania will deliver projects when it is in her professional opinion that it is according the agreed specifications and ready for use.

(b)Client will have to review the project outcome within 30 calendar days after delivery by Vulpis Transylvania. If client has not rejected the project within this period, it will be assumed the client accepts the project outcome.

(c)If the client partially or completely disapproves of the project outcome Vulpis Transylvania will work towards revising the project outcome, or motivate why the reasoning of the client to disapprove does not apply. The client has then a period of 14 days to review the revision or motivation.

(d)If, after the revision or motivation, the Client continues to reject the delivered goods in whole or in part in reasonableness and fairness, Vulpis Transylvania is entitled to charge additional costs for all subsequent revisions. Vulpis Transylvania will indicate during a revision whether additional costs will be due during subsequent revisions. If, after the first revision or motivation, the Client has fully or partially rejected the delivered work, revision rounds will follow until the Project is completed in the reasonable opinion of the Client.

(e)If a Party indicates that further revisions are not or no longer deemed meaningful, both Parties are entitled, without the right to any form of compensation, to cancel the Agreement with regard to the rejected. In that case, the Client will reimburse the hours worked by Vulpis Transylvania, with a maximum of the amount quoted for the rejected. However, this does not entitle the Client to use the rejected in any way. Vulpis Transylvania can only cancel after having stated in a revision or motivation that this is the last one and the Client also fully or partially rejects it.

(f)After approval of the project outcome Vulpis Transylvania no longer is liable for any defects.

 

2.03(Website) Hosting

(a)Vulpis Transylvania does not have the ability to host a website for a client or any other services provided to the client. Vulpis Transylvania can give recommendations to hosting providers and where needed support the client with this.

(b)Because Vulpis Transylvania is a 3rd party in regard to hosting it cannot make any guarantees regarding the provider or take any liability.

 

Article III.Marketing and advertising campaigns

 

3.01Marketing in general

(a)For all marketing and advertising related campaigns Vulpis Transylvania cannot make any guarantees regarding performances. Vulpis Transylvania will work as you can expect from a good contractor but cannot give guarantees regarding the outcomes.

(b)If managing marketing and advertising campaigns at 3rd parties is part of the contract, then Vulpis Transylvania shall work to manage the campaigns to its best abilities.

 

3.02Search engine marketing

(a)Client recognizes and understands that position of client website and services in search engine are completely in control of the administrators of the search engine

(b)The Client authorizes Vulpis Transylvania to create user accounts on the Client's name at search engines and comparable publicly accessible services and to be allowed to provide all the Client's required information. If costs are associated with such services, Vulpis Transylvania is only authorized to do so after prior written permission from the Client.