CHAPTER I – SCOPE OF THE GENERAL TERMS
1.1.1. The scope of the contract signed between the parties (hereinafter referred to as “the Contract”) is the execution by the Provider of the services mentioned herein. These Terms (hereinafter referred to as the “Terms”) are an integrant part of the contract, being integrally applicable to the parties. The dispositions of these Terms are completed with those of the Contract, and vice-versa.
1.1.2. The Provider can also supply other services (such as, but not limited to: web sites design and hosting), at costs that will be jointly agreed between the parties, by addenda to the Contract, drawn up for each separate order of the Client.
1.1.3. In order to be able to benefit of the above mentioned services, the Client will choose a tariff pack from the ones available at the moment when the Contract is signed and after the payment of its value, it can ask the Provider to supply any of the above mentioned services, on the basis of an order, until the hours provided in the chosen pack have been exhausted.
1.1.4. The orders will be sent by the Client to the Provider, taking care to quote the Client Reference Number (……………….), either by email to email@example.com or by SMS or telephone at +40 (0) 737 441 003, Skype ID: pa.services. The Client will receive an email confirmation from the Provider: The email addresses that will be used by the parties for notices concerning the Contract For the Client: ………. For the Provider: firstname.lastname@example.org
1.1.5. The orders sent under the terms of article 1.1.4. regarding the activities established in the Contract will be deemed as a power of attorney for the Provider to start rendering the services under the conditions and within the terms jointly agreed upon.
1.2 Rendering the activities specific to the Contract. Price of the services
1.2.1. Taking into consideration the services supplied by the Provider to the Client, these will be constituted in services tariff packs, being assigned a number of hours depending on each pack, as mentioned in the Contract.
1.2.2. If the number of hours corresponding to the pack chosen by the Client is exceeded, then the Client can choose a superior pack and pay less per hour for the subsequent hours or pay for each additional hour requested to the Provider at the tariff equivalent to the hourly rate included in the existing package.
1.2.3. The hours corresponding to the pack chosen by the Client, which are not consumed in a month, will be carried forward to the next month.
1.2.4. When approximately 80% of the number of the hours corresponding to the pack chosen by the Client are consumed before the end of the period of one month corresponding to the pack, the Provider will send to the Client a report on the executed activities and a summary of the consumed hours and will ask if the Client wants to choose a new tariff pack when the Client reaches the limit of its existing tariff pack or to continue paying for additional hours at the hourly rate that corresponds with his current pack. In this case, the stipulations of article 1.4 are applicable.
1.3. Circumstantial expenses
1.3.1. The Provider will issue the invoice on the basis of net costs, for all the unforeseen circumstantial expenses incurred on behalf of the Client, that are not included in the pack chosen by the Client, referring to the execution of the obligations mentioned in the Contract, including but not limited to expedition expenses, mailing, local and international courier, international phone or fax services (the local ones are included in the price specific to each separate Pack), bank commissions that appear as a result of the payments towards third parties, as well as other reasonable expenses incurred by the Provider at the request of the Client, in the case when the Client has not reimbursed the Provider in advance. No proof of such incidental expenses is needed to be presented to the Client, and the payment of these circumstantial expenses will be done by the Client on the basis of the invoices issued by the Provider. The circumstantial expenses corresponding to the execution of the Contract will be highlighted separately by the Provider in the invoice, according to the stipulations of the Contract.
1.4. Payment of the contract
1.4.1. For the first month, the client bounds to pay the value corresponding to the purchase of each separate Pack, in lei, into the account of the Provider as per section 1.2 of these Terms, on the basis of an invoice, within maximum 5 days from the date of the signing of the Contract.
1.4.2. The Provider will start rendering the services for Client only from the day when the value of the chosen pack is cashed in, day in which will start the period of one month which the tariff pack refers to.
1.4.3. A new month corresponding to a tariff pack starts on the day that coincides with the day from the initial month on which the payment has been made (for example, if the payment for the first month was made on the 14th of June, the tariff pack is valid between 14 June – 13 July, and a new month corresponding to the pack will start on the 14th of July).
1.4.4. The day the period afferent to the current tariff pack expires, the Provider will send the invoice corresponding to the following month of the tariff pack, which the Client has to pay within 5 calendar days.
1.4.5. Any payment delay means that the new tariff pack will come into force at the effective date when the payment is received by the Provider.
1.4.6. In the event that the Client notifies the Provider on his option to change to a superior or inferior tariff pack, before the end of the period corresponding to the chosen tariff pack, then the Provider, on the day of the expiration of the period corresponding to the current tariff pack, will issue the invoice corresponding to the next month at the value of the new tariff pack chosen by the Client.
1.4.8. The delay in the payment corresponding to the Contract incurs the payment of penalties of 0,2% per day of delay from the value of the due amount.
1.4.9. The invoice issued according to article 1.4.4., or article 1.4.6., can also include other activities provided by the Provider or third subcontractors, besides those mutually agreed with the Client, in the situation when the activities were necessary for the execution of the scope of the Contract, as well as the value of eventual delay penalties. Along with the invoice mentioned in the present article, the Provider will send the Client a report about the activities rendered on the basis of the pack chosen from the date of the last invoice until the date of the current invoice, including a summary of the consumed hours.
CHAPTER II – DURATION OF CONTRACT
2.1. The Contract comes into force at the date of its signing and it is concluded for a period of … months, that is between …………… – ………….., with the possibility of renewal, with the agreement of both parties, by means of an addendum signed at least 15 days before the date of expiration of the period for which it was signed.
2.2. The contract may be terminated according to any of the events foreseen at chapter IX.
CHAPTER III – RIGHTS AND OBLIGATIONS OF THE PARTIES
3. 1. RIGHTS AND OBLIGATIONS OF THE PROVIDER
3.1.1. The Provider will do his best to render the services that are included in the object of the Contract within 48 hours (excluding Saturday and Sunday and public holidays or when there is no objective timescale to fulfil the required task – refer to clause 3.1.3) from the receipt of the order from the Client under the conditions stipulated by article 1.1.4. If the observance of this deadline is not possible, due to causes independent of the will of the Provider, he will make all reasonable efforts to perform the order in a period mutually established with the Client, if this is possible.
3.1.2. The Provider bounds to observe the deadlines of the works such as they were agreed with the Client. Any modifications required by the Client concerning his requests or derived from incomplete or faulty information put at the disposal of the Provider will incur an extension of the delivery deadline.
3.1.3. The Provider bounds to strictly observe the conditions and details mentioned in the Client’s order, except for the case when this is not objectively possible (in which event the Provider and Client will try to agree upon the way the relevant service is rendered; if the parties cannot reach to an agreement, the Provider will not perform that specific order, and the tariff pack of the client will go on as if the order did not exist).
3.1.4. The Provider has the right to outsource the execution of the services that are object of the Contract to third parties, in order to make sure that these services are executed for the Clients in the shortest possible time. All third subcontractors will observe the confidentiality clauses foreseen at chapter IV under the same terms as the Provider.
3.2. RIGHTS AND OBLIGATIONS OF THE CLIENT
3.2.1. The Client bounds to send the orders to the Provider under the terms mentioned in article 1.1.4. If not, the Provider will be exempted from any delay due to this aspect.
3.2.2. In the situation when the Client will partially or totally cancel the services that were already ordered, the Provider will keep the entire amount paid by the Client and representing the value corresponding to each separate Pack, as well as all the circumstantial expenses incurred by the Provider until the date of the cancellation, including the commitments that cannot be cancelled any longer.
3.2.3. The Client has the obligation to pay the services executed by the Provider under the conditions of the Contract.
3.2.4. The Client is liable for all the materials that will be used by the Provider in fulfilling his own assignments, as far as material and intellectual propriety rights are concerned, as well as those concerning the lawfulness and reality of the content of the materials put at the disposal of the Provider. The Client also has the obligation to submit these materials at the dates mutually agreed upon with the Provider.
CHAPTER IV – CONFIDENTIALITY
4.1 Taking into account the specific tasks executed by the Provider, the parties agree that the observance of the confidentiality of the data and information that they have access to during the Contract, is their liability, not having the right to disclose, in no circumstance, during the contract as well as within 2 years after its termination, the information deemed by the parties as confidential.
4.2 There are deemed as confidential, without making the exemplification limitative, the information, data, materials or commercial, financial, legal, organizational, technical documents that are not made public, and also the internal documents of the parties that contain personal data of the shareholders, employees and/or collaborators, as well as any other information included by the documents with internal circuit.
4.3 “Disclosure”, in the meaning of the Contract, is the disclosure to a third party, physical or legal person, of the confidential information concerning one of the parties or of the content of the Contract, as well as of any other data, information, materials or facts that can damage in any way, directly or indirectly, one of the parties and/or its shareholders, no matter if they are used or not for commercial purposes, except for the information revealed by the Provider to its subcontractors in order to fulfil the object of the Contact under the stipulations of article 3.1.4. “Disclosure”, in the meaning of the Contract, also is the direct use by one of the parties of such data, information, materials or facts concerning the other party in an own commercial activity, unless the Contract stipulates otherwise.
4.4 The obligation of the parties concerning the confidentiality of the information ceases in case when they become public without the breach of any of the above mentioned stipulations by any of the parties.
CHAPTER V – CONTRACTUAL LIABILITY
5.1. The client must make sure that the information and documents put at the disposal of the Provider are correct, complete and adequate and will inform the Provider about any decisions that might modify or could influence the way the scope of the Contract is performed.
5.2. The Client is liable for the lawfulness of his orders, the Provider being entitled to refuse any order that would imply the breach of the Romanian law or that of any other states (in case of orders with international character).
5.3. Therefore, in case the liability of the Provider is drawn as a consequence of the wrong or false information or documents supplied by the Client, the Client will reimburse the Provider for any losses, damages, litigations, claims, lawsuits and expenses (including the lawyers’ fees) that he has to pay as a consequence of a claim, lawsuit or procedure forwarded against the Provider.
5.4. After the documents drawn up for the performance of the scope of the Contract had been sent by the Provider to the Client, the way of their use is out of the control of the Provider.
CHAPTER VI – FORCE MAJEURE
6.1. The force majeure, defined as an unpredictable, insurmountable event, independent of the will of the parties, such as natural catastrophes, strikes or any other such events, exonerates of any liability the party that invokes it.
6.2. In order to produce its effects, the event of force majeure must be notified to the other party within 5 days from its occurring, together with proof documents, issued by the competent authority.
6.3. The party that cannot fulfil its 6.4. The termination of the case of force majeure will be notified between the parties within 5 days from the date the case of force majeure had ended.
CHAPTER VII – CESSION OF THE CONTRACT
7.1. The rights and obligations of the Client that derive from this contract cannot be transferred or surrendered to a Third Party, unless this is previously agreed in writing by the Provider.
CHAPTER VIII – VALIDITY OF THE CONTRACT
8.1. In case any clause or part of the Contract will be declared null, the clauses remaining valid will continue to produce their effects in the extent the contract is not essentially affected.
8.2. In case one of the stipulations of this contract will be affected in one of the above mentioned ways, the parties can meet in order to find a new clause that would replace the old one.
CHAPTER X – TERMINATION OF THE CONTRACT
9.1. The Contract can terminate within any of the following terms:a) any of the parties can claim the termination of the Contract by written notice about such an intention sent to the other party 3 days before. In case the termination of the contract comes at the request of the Client, the Provider will not return any of the payments performed related to the execution of the Contract. In case the termination comes at the request of the Provider, he will pay back to the Client the value of the hours not used in the benefit of the Client from his tariff pack. The reimbursement of the sums of money representing the hours not worked will be done within 21 days from the date of sending the contract termination notification by the Provider to the Client. b) by written agreement of the parties; c) unilateral termination by the Provider in case the Client doesn’t pay the issued invoices related to the execution of the Contract.
9.2. The Contract can be rightfully terminated by any of the parties, without any previous formalities and without the intervention of a law court also in the following cases: a) when any of the parties is declared in payment incapacity or a procedure of liquidation, bankruptcy, insolvency or reorganization has been started; b) when any of the parties surrenders its rights and obligations foreseen in the Contract without the written approval of the other party; c) in case of breach of the confidentiality obligation.
9.3. In case the termination of the contract is produced due to the Client, for the reasons regarding the non-payment of the obligations resulted from the execution of the Contract or the lack of observance of the confidentiality obligation, he will also owe the Provider penalty clauses in amount of ………
CHAPTER X – NOTIFICATIONS
10.1. In the acceptance of the contracting parties, any notification addressed by one of them to the other one is validly accomplished if it will be sent at the address foreseen in the Contract or to any other location, if this was communicated to the other party in writing.
10.2. In case the notification is sent by traditional mail, it will be sent by a recommended letter, with confirmation receipt (A.R.) and it is deemed as received by the addressee on the date mentioned by the receiving post office on this confirmation.
10.3. In case the notification is sent by fax or email, the communication is deemed as received by the addressee on the first working day after the one in which it was sent.
10.4. The verbal notices are not taken into consideration by any of the parties, unless they are confirmed, by one of the modalities provided in the previous paragraphs. Any change in the identification data or of the official address of one of the parties is not valid to the other party unless communicated in writing.
CHAPTER XI – LITIGATIONS
11.1. The parties agree that the eventual dissensions deriving form the interpretation and execution of the Contract, which will not be able to be solved amiably, shall be forwarded to be solved by the competent law courts.
CHAPTER XII – FINAL TERMS
12.1. Any amendment of the Contract or of the appended documents, which are integrant part of it (for example, these Terms, but also other appended documents), can only be done with the written agreement of both parties, by addenda to the Contract. These General Terms were drawn up in 2 (two) original copies, 1 (One) original copy for the Client and 1 (one) original copy for the Provider and they come into force at the date of their signing.