SERVICE AGREEMENT FOR COMPUTER SCIENCE ACTIVITIES
No. /
CHAPTER I CONTRACTING PARTIES
Art.1 Provider and Beneficiary
(1) The company Baboon Software SRL, headquarters: Bistrita, 420134 Caraiman 5 street, Romania, Registered with the Trade Register No. J06/153/2016, Tax Code: RO35636400, bank account no. RO22 RZBR 0000 0600 1979 8764, Raiffeisen Bank, branch Cluj, Romania, legally represented by Mr. Anuta Gabriel-Marius, as: Administrator,
as SERVICE PROVIDER, hereinafter referred to as Provider,
and
(2) The company , headquarters: , registered with the Trade Register , Tax Code: , legally represented by Mr./Mrs. ,
as: ,
as BENEFICIARY, hereinafter referred to as Beneficiary,
having as legal grounds the Romanian legislation in force, agreed to conclude this agreement under the following conditions.
CHAPTER II SCOPE OF THE AGREEMENT
Art.2 Definition of the scope of the agreement
(1) The scope of this agreement is the provision of computer science services by the Provider to the Beneficiary, consisting of creating (a) website(s), in exchange for a price paid by the Beneficiary to the Provider.
(2) The Provider shall create the website(s) for the Beneficiary according to the latter's special requirements described in Annex no.1 to this agreement, that is an integral part of it, according with the execution rates and the term mentioned in the annex.
(3) The domain of the websites:
- was reserved by the Beneficiary, before the performance of the services;
- shall be reserved by the Provider, at its own risk and expense, following for the reservation to be paid by the Beneficiary at the end of this agreement, or by the date agreed between by the parties.
(4) The Provider undertakes to exercise all due diligence in order to offer quality services to the Beneficiary.
(5) The requests to change the approved solutions or requests for additional works presented by the Beneficiary shall be analyzed by the Provider and if accepted, they shall be treated as new works, for which new addendum or agreements/orders shall be drawn up mentioning the conditions and resources.
(6) The Beneficiary may check during the performance of the agreement, the way in which the Provider fulfils the clauses agreed by this agreement.
(7) The Provider undertakes to create only the mentioned websites for the Beneficiary, according to this agreement and the requests of the Beneficiary at the date of concluding the agreement. The Provider is not liable for the subsequent administration of the websites.
(8) Upon the request of the Beneficiary, the Provider can also offer administration services for the created websites, the parties concluding, in this regard, a website administration agreement, with rights, obligations and fees different from the ones provided in this agreement.
Art.3 Service warranty
(1) The Provider warrants that its services fulfil the conditions and quality standards agreed by the parties.
(2) Any information or picture that shall appear on the website belongs to the Beneficiary, the latter being directly responsible for the nature of the website, the content of the information and the displayed pictures.
(3) The Beneficiary may choose the type of advertising that shall be displayed on its website and in what way. The Provider is not responsible if the pages of the websites are loading slowly or the low number of visitors, if this happened exclusively due to the type/way of advertising displayed at the request of the Beneficiary, and the latter did not take into account the advice of the Provider.
(4) The Beneficiary is liable of any change performed after the websites were created by the Provider, as well as the subsequent administration of the websites, if it does not resort to the services of the Provider in this regard.
(5) The Provider is not liable for the downtimes of the websites or their malfunctioning, if this happened exclusively due to the servers that host them.
CHAPTER III PRICE AND METHODS OF PAYMENT
Art.4 Price Methods of payment
(1) The price owed by the Beneficiary to the Provider is the one provided in Annex no.1 to this agreement and shall be paid according to the provisions of the annex.
(2) The price shall be recorded in the invoice issued by the Provider:
- That the Beneficiary undertakes to pay in term of 7 days from the date it was issued;
- that shall be issued after the money debit the account/after the payment of a pro-forma invoice previously issued.
(3) Down payment represents the amount of money that shall be paid to the Provider before starting the services. If the Beneficiary does not want to contract after concluding this agreement, it will lose the down payment, and if the Provider does not want to contract it shall give back the amount received as down-payment to the Beneficiary. When concluding the agreement, the Provider receives as down payment the amount of , representing down payment for the services. The remaining amount shall be paid when the website is done, before moving it on the main domain.
(4) As methods of payment, the price shall be paid as follows:
- by bank transfer, from the account of the Beneficiary indicated in art.1 para. (2) of this agreement, into the account of the Provider, indicated in art.1 para. (1) of this agreement;
- by cash. In this case, the proof of payment is the invoice and the receipt issued by the Provider, with the receipt signature of the Beneficiary.
- by bank card. In this case, the payment shall be made by the Mobil Pay payment processor and shall be automatically confirmed to the Provider.
(5) The Provider shall issue to the Beneficiary the invoice with the paid amount and on which the due date shall be provided.
(6) No payment made by payment order shall be considered received unless debited into the bank account of the Provider. If the payment date is Saturday or Sunday or a legal Romanian holiday, the Beneficiary shall take all the measures necessary in order for the payment to be received by the Provider in the business day that precedes that Saturday, Sunday or legal holiday. If, for different reasons (i.e. malfunctions of the banking system, etc.) the account of the Provider was not credited with the amounts paid by the Beneficiary, the payment obligation of the respective amounts does not disappear, the Beneficiary being obliged to fulfil these obligations, with everything it implies.
(7) The parties can agree for the payment to be made by another method established by mutual agreement by addendum concluded and signed by the parties.
Art.5 Delay penalties
(1) For failure to pay the price owed by the Beneficiary to the Provider on due time, delay penalties of 0.1 % of the due amount are charged, for each day of delay, calculated from the date following the due date.
(2) For delays in creating the website, due to its own fault, the Provider shall pay delay penalties of 0.1% per day of delay, calculated by the proportional reduction of the amount due.
(3) Upon the fulfilment of the due term the penalties begin to run and the debtor shall be deemed in default, without any need to send a notification in this regard.
CHAPTER IV DURATION OF THE AGREEMENT
Art.6 Duration of the agreement
(1) This agreement shall be concluded for a period of , starting with the date 12/11/2024 days, until the websites created by the Provider are finished, or at the latest, at the date provided in Annex no.1 to this agreement.
(2) The Provider reserves the right not to start the provision of the services until the payment of the down payment has been made by the Beneficiary. The Provider is not liable for the delay in providing the services and exceeding the term, if this happened due to the delay in the payment of the down payment by the Beneficiary or if during the performance of the agreement the Beneficiary requests additional works or new solutions than the ones initially accepted.
(3) The websites shall be considered done when they are functional on the internet and can be accessed from any computer connected to the internet network.
(4) If there are delays in creating the websites, due to its own fault, the Provider shall pay the delay penalties provided in art.5 of this agreement.
CHAPTER V RIGHTS AND OBLIGATIONS OF THE PARTIES
Art.7 Rights and obligations of the parties
The rights and obligations of the Provider arise from the content of the entire agreement, by the observance of each contractual clause, such as, but not limited to:
a) to be paid, according to the terms and under the conditions provided in this agreement;
b) to be timely informed regarding any change that the Beneficiary wants to make regarding the websites;
c) to create the websites according to the requirements of the Beneficiary;
d) to observe the performance terms of the services that it undertook to perform by this agreement, otherwise bearing the delay penalties;
e) to inform the Beneficiary about any information that can influence the smooth running of the websites, including the ones regarding the visitors or the advertising and its type;
f) to warrant the services performed under the conditions of art.3 to this agreement;
g) to observe the non-competition and confidential clause of this agreement;
h) any other rights and obligations arising under the law and this agreement.
Art.8 Rights and obligations of the Beneficiary
The rights and obligations of the Beneficiary arise from the content of the entire agreement, by the observance of each contractual clause, such as, but not limited to:
a) to benefit from the best quality services that the Provider can offer;
b) to ensure the drawing-up of the payment orders to the Provider, according to those agreed, by the latest, on the date provided in the agreement;
c) to make available to the Provider any information necessary and useful for creating the websites, and in case of delay, to accept the postponement of the terms established by agreement, corresponding to the respective delays (if the delay happened due to the Beneficiary);
d) to observe the copyright of the Provider or to benefit from it if it was assigned, according to the agreement;
e) the Beneficiary is the only one liable for the profiles of the websites, for the information from the website and the pictures displayed;
f) to subsequently administer the websites created by the Provider;
g) any other rights and obligations arising under the law and this agreement.
h) when the Beneficiary sees the first draft of the website, it has the right to refuse the final delivery of this agreement and to request the complete refund of the down payment. The beneficiary has the right to request the refund of the down payment within 5 business days from the moment of the presentation of the website, any another subsequent request in this regard being null and void.
Art.9 Confidentiality Copyright
(1) The parties undertake to keep the confidentiality over the provisions and information of this agreement, as well as over the information provided by the parties during the performance of this agreement, as well as subsequently, except for the cases when this data is requested officially by state institutions.
(2) According to the convention of the parties:
- The Provider reserves the copyright over the created websites and shall mention this in the section from the bottom part of the website, by a hyperlink in the footer.
- By this agreement the Provider transfers definitively and exclusively to the Beneficiary the copyrights regarding the concept and the websites created on behalf of the Beneficiary. Moreover, the Provider does not have the right to create another website, starting from the product delivered to the Beneficiary. The transfer of the website can be done only after the confirmation of the final payment, until that moment the owner of the website is the Provider.
Art.10 Non-competition clause
(1) The Provider undertakes not to disclose to potential clients for websites with the same profile as the one created for the Beneficiary, confidential data from this agreement.
Art.11 Penal clause
The party that does not fulfil its contractual obligations under the terms and methods provided in this agreement, shall owe damages to the other party: calculated according to art.5 of this agreement.
Art.12 Other clauses that the parties agree on
The contracting parties agree on the following:
CHAPTER VI MODIFICATION AND TERMINATION OF THE AGREEMENT
Art.13 Modification and termination of the agreement
(1) The provisions of this agreement can be changed, after a prior notification, with the agreement of both parties, by addendum, written and signed by the parties.
(2) The agreement shall be adapted according to the legal regulations subsequent to its conclusion, that are applicable to it.
(3) This agreement shall be terminated in one of the following situations:
a) upon the fulfilment of the term, by finishing the websites and cashing the fee by the Provider;
b) by bankruptcy or winding-up of one of the parties, legal person, or, as appropriate, by the death of the one the parties natural person, or the representative of the legal persons, to the extent the agreement was concluded intuitu personae (in consideration of the person) and cannot be carried out after his/her death;
c) by unilateral termination by either party, at any time during the performance of the agreement:
- with the consequence of losing the down payment or refunding it, if necessary;
- without paying damages to the other party, but with the obligation of paying any amounts due or finalizing the services that are the responsibility of the party until the date of unilateral termination.
d) other causes provided by the law
e) by termination, under the law.
(4) At the date of termination of this Agreement, the Provider shall return to the Beneficiary all the documentation and any Product belonging to the latter.
(5) The party invoking the termination of the agreement shall notify the other party of the termination cause within at least 5 days before the date that is to produce effects.
(6) The termination takes place based on the termination declaration of the entitled party, under the conditions of the law and shall have no effect over the obligations that are already due between the parties.
(7) The provisions of this article do not remove the liability of the party that culpably caused the termination of the agreement.
CHAPTER VII FINAL PROVISIONS
Art.14 Notifications between the parties
(1) The contracting parties agree that, any notification addressed by one of these parties to the other is validly fulfilled if sent to the address/headquarters provided in the introductory part of this agreement.
(2) If the notification is made by mail, it shall be sent by registered letter and shall be considered received by the consignee at the date mentioned on this confirmation by the postal office that received it. If the notification shall be sent by e-mail, or SMS, it shall be considered received on the first business day after the day it was sent. Verbal notification shall be taken into account if they are also confirmed in one of the methods described above.
Art.15 Disputes. Other final provisions
(1) Disputes arising from the conclusion, performance, modification, termination and interpretation of the clauses of this agreement shall be settled amicably or by the competent courts;
(2) An act of God and force majeure removes the liability of the parties under the law.
(3) The law of the agreement is the Romanian law. The agreement shall come into force at the date it was signed by the parties.
(4) This agreement, together with its amendments and annexes, represent the will of the parties and remove any verbal agreement between them, prior or subsequent to its conclusion.
(5) If one of the parties does not observe its obligation(s), the failure of the damaged party, to request the exact performance or by an equivalent of that obligation does not mean that the damaged part waived that right.
(6) This Contract has been electronically signed , by the representatives of both Parties, today 12/11/2024, the date assigned according to the system, it circulating only in .pdf version, being communicated exclusively to the e-mail address mentioned in the preamble
Documents annexed to this agreement:
1) Annex no.1 - Website description Price. Execution terms
PROVIDER: Baboon Software SRL BENEFICIARY: