Terms & Conditions

1.1 Definitions

In these Terms, the following words have the meanings set out below:

• “Client” or “you” — the legal entity or professional that requests, orders or uses our Services, and any person acting on its behalf.
• “Agreement” — these Terms together with any Order, Quotation, Statement of Work, Maintenance Plan, Data Processing Agreement and any annex expressly accepted by both parties.
• “Order” — a Quotation, Statement of Work or other document accepted by the Client in writing (including by email or through the Client Portal) that describes the Services to be provided.
• “Quotation” — our written, itemized offer for Services, including scope, price, assumptions and estimated timeline.
• “Services” — all services we provide, including stack audits, consulting, custom software development, web development, integrations, legacy maintenance and modernization, hosting management, maintenance and support.
• “Deliverables” — the software, source code, documentation, reports, designs and other materials created specifically for the Client under an Order.
• “Pre-existing Materials” — any software, libraries, frameworks, components, templates, tools, know-how and documentation owned or licensed by AppCold before or independently of an Order, including AppUnified™.
• “Third-party Materials” — software, services, APIs, platforms and open-source components owned by third parties.
• “Client Materials” — data, content, credentials, systems, specifications and other materials supplied by or on behalf of the Client.
• “Change Request” — any request to modify the scope, specifications, timeline or assumptions of an accepted Order.
• “Acceptance” — the Client’s confirmation that a Deliverable or milestone meets the agreed acceptance criteria, or deemed acceptance under section 7.
• “Business Day” — any day other than Saturday, Sunday or a public holiday in Romania.
• “Client Portal” — the online area where Clients can manage tickets, requests, maintenance, SLA reports and materials.

1.2 Interpretation

Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. “Including” means “including without limitation”. “Writing” or “written” includes email and messages sent through the Client Portal.

References to a law include that law as amended, extended or re-enacted from time to time.

1.3 Order of precedence

If there is a conflict between documents forming the Agreement, the following order of precedence applies: (1) a signed framework or master services agreement; (2) the Data Processing Agreement, for matters of personal data; (3) the accepted Order or Statement of Work; (4) the Maintenance Plan; (5) these Terms. A specific provision prevails over a general one.

Any terms and conditions of the Client, including purchase order terms, are excluded and do not apply, even if referenced in the Client’s documents or not expressly rejected by us.

2.1 Who these Terms apply to

Our Services are intended exclusively for businesses, public institutions and professionals acting for purposes related to their trade, business or profession. By accepting these Terms you confirm that you are not acting as a consumer.

If, despite the above, you qualify as a consumer under applicable law, nothing in these Terms limits the rights you have under mandatory consumer protection legislation.

2.2 Authority to bind

The person accepting these Terms or an Order on behalf of a legal entity confirms that they are authorized to bind that entity. We may rely on any instruction, approval or acceptance given by a person who appears to act on behalf of the Client, including any user of the Client Portal registered by the Client.

2.3 Express acceptance of standard clauses

In accordance with article 1203 of the Romanian Civil Code, by accepting an Order the Client expressly and specifically accepts the following clauses of these Terms: limitation and exclusion of liability (section 13), indemnities (section 14), suspension and termination rights (sections 18 and 19), the right to amend these Terms (section 24), limitation of claims (section 13.6), governing law and jurisdiction (section 23), the exclusion of the Client’s own terms (section 1.3) and the restrictions on non-solicitation (section 21).

3.1 Free stack audit

We may offer a free stack audit at our discretion. A free audit is a non-binding, high-level review based on the information and access you provide. It does not constitute a security certification, a legal or compliance opinion, or a guarantee that no other issues exist.

We may decline or limit a free audit, in particular where the scope is disproportionate, where access cannot be granted safely, or where the request appears to come from a competitor or to be made for purposes other than evaluating our Services.

The “48 hours” mentioned on our website refers to Business Days after we have received all information and access we need, and is a target, not a binding deadline.

3.2 Quotations

Unless stated otherwise, a Quotation is valid for 30 days from its date. Quotations are based on the information available at the time, and on the assumptions listed in them. Prices on our website are indicative starting prices and do not constitute a binding offer.

If information provided by the Client proves to be incomplete or inaccurate, or if any assumption proves to be wrong, we may revise the Quotation, the price or the timeline accordingly.

3.3 Formation of the contract

A contract is formed only when the Client accepts a Quotation or Order in writing and, where an advance payment is required, when that payment has been received. We may refuse any order without giving reasons.

Work performed before an Order is accepted, at the Client’s request, is billed at our current hourly rates unless agreed otherwise in writing.

4.1 Performance of the Services

We will perform the Services with reasonable skill and care, in a professional manner and in accordance with generally accepted industry practices. We decide the methods, tools, technologies and personnel used, unless the Order specifies otherwise.

Unless expressly agreed in writing, our obligations are obligations of means (best efforts), not obligations of result. Timelines, milestones and delivery dates are estimates and are not binding deadlines, unless an Order expressly states that a specific date is “binding”.

4.2 Personnel and subcontractors

We may use employees, freelancers and subcontractors to perform the Services. We remain responsible for their work towards the Client as if it were our own, within the limits of these Terms. We may replace any person working on a project at any time, while ensuring continuity of the Services.

4.3 Third-party platforms and integrations

Many of our Services involve platforms we do not control, such as SAP, Salesforce, HubSpot, Microsoft 365, Shopify, WooCommerce, cloud providers, payment providers and other APIs. We are not responsible for their availability, performance, security, pricing, terms, or for changes to their APIs, features or policies.

Where a third-party change requires adaptations to Deliverables, such work is a Change Request or is covered by a Maintenance Plan, if applicable. The Client is responsible for holding valid licences and accepting the terms of every third-party platform used.

4.4 Legacy systems

Legacy systems are, by nature, often undocumented, unsupported or fragile. When we integrate, maintain, upgrade or migrate a legacy system, we do not assume responsibility for pre-existing defects, vulnerabilities, missing documentation, data quality issues or behaviour that we did not cause.

The Client acknowledges that working on legacy systems carries an inherent risk of unexpected behaviour and agrees to maintain current backups and a rollback plan before any intervention, unless the Order expressly makes us responsible for backups.

5.1 Cooperation

The Client shall cooperate in good faith and in a timely manner, and in particular shall:

• appoint a contact person with authority to make decisions and approve Deliverables;
• provide complete, accurate and timely information, specifications, content and feedback;
• provide access to systems, environments, credentials, premises and third parties as reasonably required;
• review and respond to Deliverables, questions and requests within 5 Business Days, unless agreed otherwise;
• hold all licences, rights and consents needed for Client Materials and third-party platforms;
• comply with all laws applicable to its business and to its use of the Deliverables.

5.2 Client delays

If the Client fails to fulfil its obligations or causes a delay, all affected timelines are extended accordingly, and we may invoice the costs caused by the delay, including idle time of reserved team members, at our current rates. If a project is paused for more than 30 consecutive days due to the Client, we may invoice all work performed up to that date and reallocate the team.

5.3 Client Materials

The Client is solely responsible for Client Materials, including their legality, accuracy and quality, and for having the right to provide them to us. The Client grants us a non-exclusive, royalty-free licence to use Client Materials for the purpose of providing the Services.

5.4 Credentials, backups and security of your systems

The Client is responsible for the security of its own systems, accounts and credentials, for maintaining regular and tested backups of its data and systems, and for revoking access it no longer wishes us to have. We will treat credentials received as confidential and use them only for the Services.

6.1 Change process

Either party may propose a Change Request. We will assess its impact on scope, price, timeline and risk, and provide a written estimate. A Change Request is binding only once accepted in writing by both parties. Until then, we continue to work according to the existing Order.

6.2 Fixed-price projects

A fixed price covers only the scope, assumptions and number of review rounds expressly described in the Order. Any work outside that scope — including new features, changed requirements, additional review rounds, new integrations, content migration or support for additional platforms or browsers — is not included and will be quoted separately before it is performed.

7.1 Acceptance testing

When we notify the Client that a Deliverable or milestone is ready, the Client has 10 Business Days (the “Acceptance Period”) to test it against the agreed acceptance criteria and either accept it or notify us in writing of material non-conformities, described in reasonable detail and reproducible.

7.2 Deemed acceptance

A Deliverable is deemed accepted if (a) the Client does not notify material non-conformities within the Acceptance Period, or (b) the Client, or anyone on its behalf, uses the Deliverable in production or for commercial purposes, whichever occurs first.

Minor defects that do not prevent the use of the Deliverable do not justify refusing Acceptance; we will correct them as part of the warranty under section 12.

7.3 Corrections

If material non-conformities are notified in time, we will correct them within a reasonable period and resubmit the Deliverable for a new Acceptance Period limited to the corrected items.

8.1 Prices and taxes

Prices are stated in the Order, in euro unless indicated otherwise, and exclude VAT and any other applicable taxes, which are added at the legal rate. Prices do not include third-party costs such as licences, hosting, domains, paid APIs, stock materials or travel, unless expressly stated.

8.2 Invoicing schedule

Unless the Order states otherwise: fixed-price projects are invoiced 40% on acceptance of the Order, 40% on delivery of the main milestone and 20% on Acceptance; time-and-materials work is invoiced monthly in arrears; Maintenance Plans are invoiced monthly or annually in advance.

Invoices may be issued electronically, including through the Romanian e-Factura system where applicable.

8.3 Payment terms

Invoices are payable within 14 days from the invoice date, by bank transfer, without set-off, deduction or withholding. If the Client disputes an invoice, it must notify us in writing within 7 days of receipt, stating the reasons; the undisputed portion remains payable on time.

8.4 Late payment

If any amount is not paid when due, we may, without prejudice to our other rights:

• charge late payment interest at the legal penalty interest rate applicable between professionals under Romanian law (Law no. 72/2013), from the due date until full payment;
• claim a fixed compensation for recovery costs as provided by Law no. 72/2013, as well as any reasonable recovery costs above that amount;
• suspend all Services, access to the Client Portal, hosting and support managed by us, after a written notice of 5 days;
• withhold the delivery of Deliverables, source code and the transfer of intellectual property rights until full payment.

8.5 Price adjustments

For Maintenance Plans and other recurring Services, we may adjust prices once per calendar year, with 30 days’ written notice. If the Client does not accept the adjustment, it may terminate the recurring Service at the end of the notice period.

9.1 Ownership of Deliverables

Subject to full payment of all amounts due under the relevant Order, we assign to the Client the economic rights to the Deliverables created specifically for it, for all territories and for the full legal duration of protection, to the extent permitted by Law no. 8/1996 on copyright and related rights. Until full payment, the Client receives only a temporary, revocable, non-exclusive licence to use the Deliverables for testing purposes.

9.2 Pre-existing Materials and AppUnified™

We retain all rights to our Pre-existing Materials, including AppUnified™, its modules, our internal libraries, tools, templates and know-how, as well as any general-purpose improvements we make to them. Where Pre-existing Materials are incorporated into Deliverables, the Client receives a non-exclusive, perpetual, non-transferable licence to use them as part of the Deliverables, for its own internal business purposes, after full payment.

AppUnified™ and other products we offer as a platform or subscription are licensed, not sold, under the terms of the applicable Order, and may not be copied, resold, sublicensed, reverse-engineered or used to build a competing product.

9.3 Open-source and Third-party Materials

Deliverables may include open-source and other Third-party Materials, which are governed by their own licences. We will use reasonable efforts to avoid licences that would require the disclosure of the Client’s proprietary source code, unless the Client agrees otherwise. The Client is responsible for complying with these licences in its use and distribution of the Deliverables.

9.4 General knowledge and portfolio

Nothing in these Terms prevents us from using the general skills, ideas, concepts and experience gained during a project, or from developing similar solutions for other clients, provided that we do not disclose the Client’s Confidential Information.

Unless the Client objects in writing, we may mention the Client’s name and logo and a general, non-confidential description of the project in our portfolio and marketing materials. Case studies with figures or details are published only with the Client’s approval or in anonymized form.

10.1 Obligation of confidentiality

Each party shall keep confidential all non-public information received from the other party that is marked as confidential or would reasonably be considered confidential, including source code, credentials, architecture, business data, prices and Quotations (“Confidential Information”), use it only for the purposes of the Agreement and disclose it only to its personnel, subcontractors and advisers who need to know it and are bound by equivalent obligations.

10.2 Exceptions

The obligation does not apply to information that is or becomes public without breach, was lawfully known to the receiving party before disclosure, is independently developed, or is received lawfully from a third party. A party may disclose Confidential Information when required by law or by a competent authority, after notifying the other party where legally permitted.

10.3 Duration and NDAs

These obligations survive for 5 years after the end of the Agreement, and indefinitely for source code, credentials and trade secrets. If the parties sign a separate non-disclosure agreement, it prevails over this section.

11.1 Roles of the parties

When we process personal data on behalf of the Client in the course of the Services, the Client is the controller and we act as processor, within the meaning of Regulation (EU) 2016/679 (GDPR). In such cases, the parties will conclude a Data Processing Agreement under article 28 GDPR, which forms part of the Agreement.

The Client is responsible for having a valid legal basis for the processing, for informing data subjects and for the lawfulness of its instructions. We will notify the Client if, in our opinion, an instruction infringes data protection law.

11.2 Our own processing

The personal data we process as controller, for example when you contact us or use our website, is described in our Privacy Policy.

12.1 Our warranty

For 30 days after Acceptance of a Deliverable (the “Warranty Period”), we will correct, free of charge, any reproducible defect that causes the Deliverable to materially fail to conform to the agreed specifications. This is the Client’s sole and exclusive remedy for defects in Deliverables.

12.2 Exclusions

The warranty does not cover defects caused by:

• modifications made by the Client or any third party;
• use contrary to documentation, instructions or the intended purpose;
• Client Materials, data, systems, infrastructure or environments not provided by us;
• Third-party Materials, platforms, APIs, browsers or operating systems, including their updates;
• hosting, network or hardware failures outside our control;
• failure to apply updates or patches we recommended.

12.3 Disclaimer

Except as expressly stated in these Terms, and to the maximum extent permitted by law, we make no warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, uninterrupted or error-free operation, or that Deliverables will be free of vulnerabilities. Software is complex by nature and no software is free of defects.

Any estimates of savings, return on investment, performance or results mentioned on our website, in case studies or in Quotations are illustrative and do not constitute a guarantee.

12.4 Client warranties

The Client warrants that Client Materials and its instructions do not infringe the rights of any third party or any law, and that it has obtained all consents, licences and authorizations needed for us to perform the Services.

13.1 Liability cap

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort or otherwise, is limited to the amounts actually paid by the Client under the Order giving rise to the claim during the 12 months preceding the event giving rise to the liability. For Maintenance Plans, it is limited to the fees paid for the 3 months preceding that event.

13.2 Excluded losses

To the maximum extent permitted by law, we are not liable for any indirect, incidental, special or consequential loss, or for any of the following, whether direct or indirect:

• loss of profit, revenue, turnover, business, contracts or anticipated savings;
• loss of goodwill or reputation;
• loss, corruption or unavailability of data, where the Client failed to maintain adequate backups;
• business interruption or downtime;
• costs of procuring substitute services;
• fines, penalties or claims of third parties, except as provided in section 14.

13.3 What we do not exclude

Nothing in these Terms limits or excludes liability for damage caused intentionally or through gross negligence, for death or personal injury, or any other liability that cannot be limited or excluded under applicable law, including article 1355 of the Romanian Civil Code.

13.4 Third parties and security incidents

We are not liable for acts or omissions of third-party platforms and providers, or for damage caused by cyberattacks, malware or unauthorized access that occurred despite our reasonable security measures, or that originated in systems we do not manage.

13.5 Mitigation

Each party shall take reasonable steps to mitigate any loss. Our liability is reduced to the extent that the loss was caused or increased by the Client, its personnel or its contractors.

13.6 Time limit for claims

To the extent permitted by law, any claim against us must be notified in writing within 6 months after the Client became aware, or should reasonably have become aware, of the facts giving rise to it.

14.1 Indemnity by the Client

The Client shall indemnify and hold us harmless against all claims, damages, fines, losses and reasonable costs (including legal fees) arising from: Client Materials; the Client’s breach of law or of these Terms; the Client’s use of the Deliverables, including in breach of third-party rights or regulations; and processing of personal data carried out on the Client’s instructions.

14.2 Indemnity by AppCold

We shall indemnify the Client against third-party claims that a Deliverable, as delivered by us, infringes a third party’s copyright, within the limits of section 13. This indemnity does not apply to infringements caused by Client Materials, Third-party Materials, modifications not made by us, or use in combination with items not supplied by us. If such a claim arises, we may, at our option, modify the Deliverable, obtain a licence, or replace it with a non-infringing equivalent.

14.3 Procedure

The indemnified party must notify the other party promptly of any claim, allow it to control the defence and settlement, and provide reasonable cooperation. No admission or settlement may be made without the indemnifying party’s prior written consent.

15.1 Scope

Maintenance Plans cover only the systems, environments, hours and services listed in the Plan. Unused hours are not carried over and are not refunded, unless the Plan states otherwise. Work beyond the Plan is billed at our current rates after the Client’s approval.

15.2 Service levels

Response and resolution times, availability targets and support hours are those stated in the applicable Plan. Response time means the time until we acknowledge and start working on a ticket, not the time until the issue is resolved. Service levels apply only to tickets submitted through the agreed channels, such as the Client Portal.

Service levels do not apply to: scheduled maintenance announced in advance; issues caused by the Client, third parties or Third-party Materials; force majeure; suspension for non-payment; or systems not covered by the Plan.

15.3 Service credits

If the Plan provides for service credits, they are the Client’s sole and exclusive remedy for failure to meet service levels, are capped at 10% of the monthly fee for the affected month, must be claimed within 30 days, and are applied to future invoices only.

15.4 Duration and termination of plans

Unless stated otherwise, Maintenance Plans have an initial term of 12 months and renew automatically for successive periods of 12 months, unless either party terminates with at least 30 days’ written notice before the end of the current term.

16.1 Hosting and infrastructure

Where we set up or manage hosting, domains or cloud infrastructure for the Client, these are provided by third-party providers under their own terms. Unless agreed otherwise, the accounts should be held in the Client’s name, and the Client remains responsible for the related costs.

16.2 Client Portal

Access to the Client Portal is personal. The Client is responsible for all activity carried out through its users’ accounts and must ensure that credentials are kept secure. We may suspend an account if we suspect unauthorized access or misuse. The Client Portal is provided “as is” and may be modified, extended or temporarily unavailable for maintenance.

17.1 Use of our website

The content of our website, including texts, graphics, logos, illustrations, case studies and articles, is protected by intellectual property rights and may not be copied, reproduced or distributed for commercial purposes without our prior written consent. Information on the website is provided for general information only and does not constitute professional advice or a binding offer.

17.2 Prohibited use

You must not, and must not allow anyone else to:

• use our website or Services for any unlawful, fraudulent or harmful purpose;
• attempt to gain unauthorized access to our systems, accounts or networks, or test their vulnerabilities without written authorization;
• introduce malware or interfere with the operation of our website or Services;
• scrape, harvest or extract data from our website by automated means;
• submit false information, impersonate any person, or use our forms to send spam;
• use our Services to develop software that is illegal, infringes third-party rights or is intended to cause harm.

17.3 Links and third-party content

Our website may contain links to third-party websites and display third-party trademarks and logos, which belong to their respective owners. Their presence does not imply endorsement, partnership or affiliation unless expressly stated, and we are not responsible for third-party content.

18.1 When we may suspend

We may suspend all or part of the Services, with written notice where reasonably possible, if: the Client fails to pay any amount when due; the Client materially breaches the Agreement; continuing the Services would expose us or third parties to a security, legal or reputational risk; or we are required to do so by law or by a competent authority.

Suspension does not release the Client from its payment obligations, and we are not liable for any consequences of a justified suspension. Services resume once the cause of suspension has been removed.

19.1 Termination for convenience

The Client may terminate an Order at any time with 30 days’ written notice. In that case, the Client shall pay for all work performed up to the effective date of termination, all non-cancellable third-party costs committed, and, for fixed-price Orders, a termination fee equal to 20% of the remaining unpaid value of the Order, which represents a reasonable pre-estimate of our losses from reserved capacity.

19.2 Termination for breach

Either party may terminate an Order with immediate effect by written notice if the other party materially breaches the Agreement and fails to remedy the breach within 15 days of receiving a written notice describing it, without the need for court intervention, in accordance with article 1553 of the Romanian Civil Code.

Either party may also terminate with immediate effect if the other party becomes insolvent, enters liquidation or ceases its activity, to the extent permitted by law.

19.3 Effects of termination

On termination, all amounts due become immediately payable. Subject to full payment, we will deliver the Deliverables completed up to the termination date and provide reasonable handover assistance, which is billed at our current rates. Each party shall return or delete the other party’s Confidential Information, except where retention is required by law.

Sections that by their nature should survive termination — including those on payment, intellectual property, confidentiality, liability, indemnities, non-solicitation and governing law — survive termination.

20.1 Force majeure events

Neither party is liable for failure or delay in performing its obligations, other than payment obligations, caused by force majeure or fortuitous events within the meaning of article 1351 of the Romanian Civil Code, including natural disasters, epidemics, war, terrorism, government actions, large-scale failures of internet, power or cloud infrastructure, cyberattacks of exceptional scale, and failures of third-party platforms outside the affected party’s reasonable control.

20.2 Notification and prolonged force majeure

The affected party shall notify the other party within 5 days of the occurrence of the event and take reasonable steps to limit its effects. If the event lasts for more than 60 days, either party may terminate the affected Order by written notice, without compensation, except for the payment of work already performed.

21.1 Our team

During the term of the Agreement and for 12 months after its end, the Client shall not, directly or indirectly, hire or engage any employee, freelancer or subcontractor of AppCold who worked on the Client’s projects, without our prior written consent. If this obligation is breached, the Client shall pay compensation equal to 12 months of the gross remuneration offered to that person, which the parties agree is a reasonable estimate of our recruitment and training costs. General job advertisements not targeted at our personnel are not a breach.

22.1 Assignment

The Client may not assign or transfer the Agreement without our prior written consent. We may assign the Agreement, or our receivables under it, to an affiliate or to a successor of our business, with notice to the Client.

22.2 Notices

Notices must be in writing and sent to the addresses indicated in the Order or, failing that, to [email protected]. Notices sent by email are deemed received on the next Business Day after sending, unless a delivery failure message is received.

22.3 Entire agreement

The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions, proposals and representations. Each party acknowledges that it has not relied on any statement not expressly included in the Agreement.

22.4 Severability and waiver

If any provision is found invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be replaced by a valid provision that comes as close as possible to its original intent. A failure or delay in exercising a right does not constitute a waiver of that right.

22.5 Independent contractors

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between them.

22.6 Compliance and sanctions

Each party shall comply with applicable anti-corruption, anti-money laundering and international sanctions laws. We may refuse or terminate any engagement that would require us to breach such laws.

22.7 Language and electronic acceptance

These Terms are drafted in English. If they are translated, the English version prevails, unless mandatory law requires otherwise. The parties agree that acceptance by email, electronic signature or through the Client Portal has the same legal effect as a handwritten signature.

23.1 Governing law

The Agreement and any non-contractual obligations arising out of or in connection with it are governed by Romanian law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23.2 Amicable settlement and jurisdiction

The parties will first try to settle any dispute amicably, through discussions between their management, within 30 days of written notice of the dispute. If the dispute is not settled, it shall be submitted to the competent Romanian courts, unless mandatory law provides otherwise. Nothing prevents either party from seeking urgent interim measures.

24.1 Updates

We may update these Terms from time to time. The updated version is published on this page with a new “Last updated” date. Changes apply to new Orders from the date of publication. For ongoing Orders and recurring Services, material changes apply after 30 days’ notice; if the Client objects in writing within that period, the previous version continues to apply until the end of the current Order or term.

25.1 How to reach us

For any question about these Terms, contact us at [email protected].