Terms and Conditions (T&Cs)

1. General Provisions

1.1 Parties to the Agreement

These Terms and Conditions (“T&Cs”) govern the contractual relationship between:

  • FLOWMATIQ SRL, with its registered office at Str. Bradului 2, Magurele, Ilfov, ROMANIA, Fiscal Code: 52620463, Registry No.: J2025075363007, EUID ROONRC.J2025075363007 (the “Consultant” or “FLOWMATIQ SRL”); and

  • The client who enters into an agreement for the provision of services (the “Client”).

1.2 Applicability

These T&Cs apply to all offers, proposals, services, and deliveries made by the Consultant and to all contracts concluded between the Consultant and the Client concerning consulting services, software development, IT support, or related activities (collectively, the “Services”). Deviations from these T&Cs are only valid if explicitly agreed upon in writing between the parties.

1.3 Order of Precedence

In the event of a conflict between the documents governing the relationship, the following order of precedence shall apply:

  1. The specific written service agreement (e.g., Statement of Work (SOW) or Contract).

  2. These Terms and Conditions.

  3. Any proposal or quotation provided by the Consultant.

2. Service Provision

2.1 Scope of Services

The precise scope, deliverables, timeline, and acceptance criteria for the Services shall be exclusively defined in a separate written Statement of Work (SOW) or service agreement, which references these T&Cs.

2.2 Client’s Obligations

The Client shall:

  • Provide all necessary access to premises, systems, and information in a timely manner.

  • Appoint a dedicated contact person with sufficient authority to act on behalf of the Client.

  • Ensure that any data, materials, or equipment provided by the Client for the execution of the Services are accurate, complete, and free from malware or viruses.

  • Promptly review and approve or reject deliverables according to the acceptance criteria specified in the SOW.

2.3 Delays

If the execution of the Services is delayed or made impossible due to the Client’s failure to fulfill its obligations, the Consultant shall be entitled to an adjustment of the delivery dates and, potentially, an invoice for additional costs incurred.

3. Fees and Payment Terms

3.1 Fees

The fees for the Services shall be set forth in the SOW and may be calculated on a fixed-price, time-and-materials, or retainer basis. All fees are exclusive of applicable taxes (e.g., VAT), duties, and expenses, which will be invoiced separately.

3.2 Invoicing and Payment

Invoices will be issued in accordance with the payment schedule outlined in the SOW. Unless otherwise agreed:

  • Payment is due 15 days from the date of the invoice.

  • In the event of late payment, the Consultant shall be entitled to charge statutory late payment interest as provided under Romanian law, without the need for a formal notice of default.

3.3 Suspension of Services

If the Client fails to make payment by the due date, the Consultant reserves the right to suspend the provision of Services until full payment is received, without incurring liability for any resulting damages or delays.

4. Intellectual Property Rights (IPR)

4.1 Ownership of Existing IPR

All Intellectual Property Rights (IPR) owned by either party prior to or independently of this Agreement shall remain the sole property of that party.

4.2 Ownership of Deliverables

Unless otherwise explicitly stated in the SOW:

  • The Client shall own the Deliverables (e.g., source code, specific project documentation) upon full payment of all associated fees. The Consultant hereby assigns all IPR in the Deliverables to the Client upon such final payment.

  • The Consultant retains ownership of any tools, methodologies, pre-existing components, or general know-how used in or incorporated into the Deliverables (collectively, “Consultant IP”).

4.3 License to Consultant IP

The Consultant grants the Client a non-exclusive, perpetual, royalty-free, worldwide license to use the Consultant IP solely to the extent necessary to operate, use, and maintain the Deliverables. The Client may not sublicense, sell, or otherwise transfer this license except in connection with the sale or transfer of the Client’s entire business or the business unit that uses the Deliverables.

5. Confidentiality and Data Protection

5.1 Confidential Information

Both parties agree to treat all information exchanged during the term of the Agreement, including technical, business, and financial information, as Confidential Information and to use it solely for the purpose of executing the Services. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party.

5.2 Data Protection (GDPR Compliance)

  • The Consultant and the Client acknowledge that, in the performance of the Services, they may process personal data.

  • Where the Consultant processes personal data on behalf of the Client (acting as a Processor), the parties shall execute a separate Data Processing Agreement (DPA) in line with Article 28 of the GDPR, which shall supplement these T&Cs.

  • Both parties commit to complying with all obligations under the GDPR (Regulation (EU) 2016/679) and applicable Romanian data protection laws.

6. Liability and Warranties

6.1 Limited Warranty

The Consultant warrants that the Services will be performed with reasonable skill and care and in a professional manner, conforming in all material respects to the specifications set out in the SOW.

6.2 Limitation of Liability

To the maximum extent permitted by applicable law, the Consultant’s total aggregate liability for any claims arising out of or in connection with the Agreement (whether in contract, tort, or otherwise) shall be limited to 100% of the total fees paid by the Client to the Consultant under the specific SOW from which the liability arose, in the twelve (12) months preceding the event giving rise to the claim.

6.3 Exclusions of Liability

The Consultant shall not be liable for any indirect, special, incidental, punitive, or consequential damages, including, but not limited to, loss of profits, loss of anticipated savings, loss of business, loss of data, or damages resulting from the Client’s failure to perform its obligations.

7. Term and Termination

7.1 Term

The Agreement shall commence on the effective date specified in the SOW and shall continue until the completion of the Services, unless terminated earlier in accordance with this Section 7.

7.2 Termination for Cause

Either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

  • The other party commits a material breach of any term of the Agreement and fails to remedy that breach (if capable of remedy) within 30 days after being notified in writing.

  • The other party enters into liquidation, receivership, or an insolvency procedure.

7.3 Consequences of Termination

Upon termination:

  • The Client shall immediately pay the Consultant all outstanding and undisputed fees for Services performed up to the date of termination.

  • Sections 4 (Intellectual Property Rights), 5 (Confidentiality and Data Protection), 6 (Liability and Warranties), and 8 (Governing Law and Dispute Resolution) shall survive the termination of the Agreement.

8. Governing Law and Dispute Resolution

8.1 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Romania.

8.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this contract, or the breach, termination, or invalidity thereof, shall be submitted to the exclusive jurisdiction of the competent courts in Bucharest, Romania.