Terms and Conditions

Last updated: January 2026

1. Parties and Definitions

1.1 Service Provider

1.2 Definitions

• "Services" - Software development, eCommerce solutions, consulting, and related services provided by Marmix SOFT SRL
• "Client" - The individual or legal entity engaging our services
• "Deliverables" - Any software, code, designs, documentation, or other materials created during the engagement
• "Project" - A specific scope of work agreed upon between the parties

2. Services Description

Marmix SOFT SRL provides professional software development and eCommerce services including:

• Custom software development
• eCommerce platform development and integration
• Product Information Management (PIM) solutions
• Website design and development
• Technical consulting and support
• System integration and API development

3. Engagement Process

Each project engagement follows this process:

1. Initial consultation and requirements gathering
2. Proposal and scope definition
3. Contract agreement and project kickoff
4. Development and regular progress updates
5. Testing and quality assurance
6. Delivery and acceptance
7. Post-launch support (as agreed)

4. Payment Terms

4.1 Fees and Invoicing

• Fees are specified in individual project proposals or contracts
• Invoices are payable within 14 days unless otherwise agreed
• All fees are exclusive of applicable taxes (VAT)

4.2 Payment Schedule

Standard payment schedule for projects:

• 50% deposit upon contract signing
• 50% upon project completion and delivery

Alternative payment schedules may be agreed for larger projects.

4.3 Late Payment

Late payments may result in:

• Interest charges of 1% per month on overdue amounts
• Suspension of work until payment is received
• Recovery of collection costs if necessary

5. Intellectual Property Rights

5.1 Client Ownership

Upon full payment, the Client receives:

• Full ownership of custom code developed specifically for the project
• Perpetual license to use all deliverables
• Source code and documentation

5.2 Retained Rights

Marmix SOFT SRL retains rights to:

• Pre-existing code, tools, and libraries
• General knowledge and techniques
• Reusable components not unique to the project

5.3 Third-Party Components

Projects may include third-party software (open source libraries, frameworks) subject to their respective licenses.

6. Confidentiality

Both parties agree to:

• Protect confidential information shared during the engagement
• Use confidential information only for the purposes of the project
• Not disclose confidential information to third parties without consent
• Return or destroy confidential information upon request

7. Warranties and Disclaimers

7.1 Service Warranty

We warrant that:

• Services will be performed in a professional manner
• Deliverables will substantially conform to agreed specifications
• We have the right to provide the services

7.2 Disclaimer

8. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability shall not exceed the fees paid for the specific project giving rise to the claim
• We are not liable for indirect, consequential, or special damages
• We are not liable for lost profits, data, or business opportunities

These limitations do not apply to gross negligence, fraud, or death/personal injury caused by our negligence.

9. Termination

9.1 Termination for Convenience

Either party may terminate with 30 days written notice. Upon termination:

• Client pays for work completed to date
• We deliver all completed work
• Confidentiality obligations continue

9.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these terms and fails to cure within 14 days
• Becomes insolvent or ceases operations

10. Dispute Resolution

10.1 Governing Law

These Terms are governed by the laws of Romania.

10.2 Jurisdiction

For business disputes, the courts of Bucharest, Romania have exclusive jurisdiction.

10.3 Informal Resolution

Before formal proceedings, parties agree to attempt good-faith resolution through discussion for 30 days.

11. General Provisions

• Entire Agreement: These Terms, together with project-specific contracts, constitute the complete agreement
• Amendments: Changes require written agreement from both parties
• Severability: If any provision is unenforceable, the remaining provisions remain in effect
• Force Majeure: Neither party is liable for delays due to circumstances beyond reasonable control
• Assignment: Neither party may assign without consent, except to affiliates or in a merger/acquisition

12. Contact Information

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Version 1.0 | Effective Date: January 2026

Copyright 2025 Marmix SOFT SRL. All rights reserved.