Client Services Agreement

Parties and Structure

This agreement is between FORMA DIGITAL S.R.L., a limited liability company registered in Romania, unique registration code (CUI) 50645445, Trade Register number J2024027993002, share capital 20 RON, registered office Str. Ghimbavului nr. 68, Hălchiu, Brașov 507080, Romania, and the client identified in the applicable Statement of Work. In this document, “we” and “us” mean FORMA DIGITAL S.R.L., and “you” means that client.

This document sets the standing terms. Each engagement adds a Statement of Work covering the scope, the deliverables, the fees and payment schedule, and the timing for that piece of work. An engagement starts when you accept a Statement of Work in writing, which includes acceptance by email.

These standing terms are incorporated into each Statement of Work by reference and apply to that engagement as if they were set out in it in full.

These standing terms are standard clauses within the meaning of Art. 1202(2) of the Romanian Civil Code: they are drafted in advance for general repeated use and are not negotiated individually. Art. 1203 of that code provides that standard clauses which limit liability, allow unilateral denunciation, allow performance to be suspended, work a forfeiture against the other party or derogate from the rules on the jurisdiction of the courts produce no effect unless they are expressly accepted in writing. For that reason each Statement of Work carries a distinct written acceptance, signed or otherwise expressly accepted separately from your acceptance of the Statement of Work as a whole, of the following clauses of these standing terms: Limitation of Liability; Term and Termination; Late Payment and Suspension; the deemed-acceptance provision in Delivery and Acceptance; and the exclusive jurisdiction provision in General.

Where a Statement of Work expressly conflicts with these standing terms, the Statement of Work prevails, for that engagement only. Where either conflicts with the Data Processing Agreement on the processing of personal data, the Data Processing Agreement prevails.

This is a business-to-business agreement. By accepting a Statement of Work you warrant that you are acting for purposes relating to your trade, business, craft or profession, and that the person accepting it has authority to bind your organisation.

We do not contract with consumers. Because our services are offered on a business-to-business basis only, consumer protection rules that apply to consumer contracts, including the statutory right of withdrawal for distance contracts, do not apply to an engagement under this agreement. If you are acting as a consumer, please do not engage us.

Use of our website is governed separately by the Website Terms of Use. Where that document and this one differ about paid work, this agreement prevails.

The Services

We provide website design and development, search optimisation and Google Business Profile work, branding and visual identity, AI and workflow automations, and analytics and reporting. Which of these apply to you is set out in your Statement of Work.

We perform the services with reasonable skill and care, and by people suitably qualified for the work.

Scope is what the Statement of Work says it is. Anything not listed there is not included, however reasonable it may seem to assume it. If you want something added, that is a change request under the Revisions and Change Requests section, and we will price it before starting.

What We Need From You

A schedule depends on inputs from your side as much as on build work on ours. To keep an engagement on schedule you agree to do the following.

• Supply content, assets and brand materials by the dates set out in the Statement of Work.
• Give us timely access to the domains, hosting, analytics and third-party accounts the work needs.
• Nominate one person with authority to give instructions and approve deliverables on your side.
• Respond to approval requests within five working days.
• Tell us promptly about anything that changes the assumptions the Statement of Work was built on.

Where you do not, the consequences are these: timelines extend by at least the length of the delay; we may reschedule the work to accommodate other commitments, and we cannot guarantee that the original slot is still available when you return to it; and where an engagement is paused on your side for more than 30 days, we may invoice the work completed to date and treat the remaining scope as a new engagement to be scheduled and priced afresh.

You are responsible for the accuracy and lawfulness of everything you give us, including copy, images, data and contact lists, and for holding the rights needed to use them.

Fees and Currency

Fees are stated in the applicable Statement of Work. Monthly retainers are billed in advance of the month they cover. Project fees follow the schedule in the Statement of Work, which is typically a deposit before work starts and the balance on delivery.

Fees are stated in US dollars unless the Statement of Work says otherwise, and are exclusive of VAT and any other applicable tax, which is added where it is due.

Bank charges, intermediary bank fees and currency conversion costs on your side are yours to bear. We must receive the full invoiced amount, and an invoice is not settled until we do.

Where an invoice is issued in a currency other than the Romanian leu and is subject to Romanian VAT, the VAT amount is also shown in lei, as Romanian tax law requires.

Retainer fees are for the capacity reserved for you in that period. Unused time in a month does not roll over into the next one unless the Statement of Work says it does.

Invoicing and Payment

Payment is due within 14 days of the invoice date unless the Statement of Work says otherwise. You will give us the billing details we need to issue a valid invoice, including your registered name, registered address and CUI, VAT number or equivalent tax number, and you will tell us when they change.

For clients established in Romania, invoices are issued through the national RO e-Factura system, as Romanian law requires for business-to-business invoicing. The trigger is establishment in Romania rather than registration with any particular authority. You will make sure you are able to receive invoices there.

We hold an intra-community VAT registration for EU transactions: RO54773358. We are not otherwise registered for Romanian VAT. How VAT is applied depends on where you are established.

• Clients established in Romania are invoiced without VAT for as long as we are not registered for Romanian VAT. If that changes, Romanian VAT applies at the applicable rate, and we will tell you before it affects an invoice in flight.
• Business clients established in another EU member state who have given us a valid VAT identification number are invoiced without Romanian VAT, and account for the VAT themselves under the reverse charge mechanism. If the number you give us is not valid, we charge Romanian VAT.
• Business clients established outside the European Union, including in the United States and Canada, are generally outside the scope of Romanian VAT on these services. Any sales tax, use tax, GST, HST or withholding tax due in your own country is yours to handle, and where withholding is imposed, the amount we receive must still equal the invoiced amount.

Most invoices are paid by card through Stripe. When you pay by card you are redirected to Stripe’s checkout under their own terms; your card details are handled by Stripe, and we never store payment card data on our systems. Bank transfer remains available for clients who prefer it; payment details for transfers are provided on the invoice. International wires from outside the EU can take several business days and may carry intermediary-bank and FX fees, which is why Stripe is the default rail for non-EU clients.

Late Payment and Suspension

Amounts not paid by the due date carry statutory interest for late payment in commercial transactions under Law no. 72/2013, being the National Bank of Romania reference rate plus 8 percentage points, running from the day after the due date until payment is received.

We are also entitled to the fixed sum for recovery costs that Law no. 72/2013 provides for, and to our reasonable costs of recovering the debt above that sum.

Where an invoice is overdue, we may suspend the services after giving you seven days written notice of non-payment and receiving no payment in that period. Suspension may include pausing retainer work, stopping scheduled publication and withholding undelivered deliverables. It does not relieve you of fees already accrued, and retainer fees continue to accrue during a suspension caused by your non-payment.

Deliverables do not become yours while an invoice is outstanding. Ownership passes only on full payment, as set out in the Intellectual Property section, and the review-only licence described there is revocable until then.

Revisions and Change Requests

The Statement of Work states how many revision rounds are included in the fee.

A revision round means one consolidated set of feedback from your nominated approver, delivered in writing. A stream of individual comments arriving over several days is not one round, and we will ask you to consolidate before we start work on it.

Work beyond the included rounds, and any change to the agreed scope, deliverables or timeline, is a change request. We quote it separately and start it once you approve the quote in writing. We will not begin out-of-scope work on a verbal instruction, which protects you from an invoice you did not expect as much as it protects us.

Delivery and Acceptance

We submit each deliverable for review. You have five working days from submission to accept it or to give specific written reasons for rejecting it, tied to a requirement in the Statement of Work.

If we do not hear from you within that window, the deliverable is deemed accepted and the engagement moves on. This is not a trick clause: it exists so that a project cannot sit indefinitely at ninety per cent complete while an approval is pending.

A rejection must identify the requirement not met. We then correct the deliverable and resubmit it, and a further review period of five working days runs. Changes of preference after acceptance are change requests, not defects, and are quoted separately.

Intellectual Property

On receipt of full payment of all sums due under the applicable Statement of Work, we assign to you, exclusively and for the maximum duration permitted by law, worldwide, all patrimonial rights in the deliverables created specifically for you under that Statement of Work. This includes the rights of reproduction, distribution, communication to the public, adaptation and modification. The consideration for this assignment is included in the fees.

Until payment is received in full, you hold a temporary, revocable licence to use the deliverables for internal review only. You may not launch, publish or commercially exploit them before payment.

We retain ownership of everything we bring to the engagement rather than create for it: our frameworks, component libraries, boilerplate code, automation templates, internal tooling, know-how and working methods. Where a deliverable incorporates any of these, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use them, to modify them and to have them modified by third parties on your behalf, as part of that deliverable. You may not extract them for use in other projects or sublicense them separately.

This assignment is made under Law no. 8/1996 on copyright and neighbouring rights. Moral rights are inalienable under that law and remain with the author, and nothing here purports to transfer them.

You retain ownership of everything you supply to us, including your trade marks, content, data and materials, and you grant us a licence to use them for the purpose of performing the services.

Third-Party Materials and Licences

A deliverable may include third-party components: fonts, stock imagery, plugins, themes, APIs and hosted services.

Licences and subscriptions for these are yours, taken in your name, and any recurring cost is yours to carry. We will tell you what is needed, and what it costs, before we build it in. Where we buy a licence on your behalf we do so as your agent and pass the cost through.

Third-party components are used on their own terms, which we do not control. We are not responsible for a third party changing its terms, its pricing or its availability, or for withdrawing a component entirely. Where that happens we will tell you and quote the work needed to replace it.

Open source components are used under their own licences, and those licences continue to govern them rather than the assignment in the Intellectual Property section.

Domains, Hosting and Accounts

Your domain names, hosting accounts, analytics properties and third-party service accounts belong to you and are registered in your name.

We will never register a domain in our own name, and we will never hold your accounts, your DNS or your published site as leverage in a commercial disagreement. Where we set something up on your behalf, we transfer control to you as soon as it is practical to do so.

On termination, for any reason, we hand over the access, credentials and account ownership we hold for you, and we then delete the credentials from our own systems. This obligation is not conditional on payment. Withholding an undelivered deliverable for non-payment is dealt with under Late Payment and Suspension, and is a different thing from holding your accounts.

You are responsible for keeping the accounts in good standing, including renewals and the payment methods attached to them. We are not liable for a domain or service lapsing because a renewal you control was not paid.

Search Performance

We do not guarantee any specific search ranking, keyword position, traffic level, impression volume, conversion rate or revenue outcome. No one can, and any agency that does is describing something outside its control.

Search results are determined by search engine operators applying algorithms they own and change without notice, and by what your competitors do. None of that is within our power to control or predict.

What we commit to is the work described in the Statement of Work, performed with reasonable skill and care, and honest reporting on it, including when the numbers are not what either of us hoped.

Figures, examples and outcomes shown on our website or in a proposal are illustrative. They are not a forecast of your results and do not form part of this agreement or of any Statement of Work.

Where you or another supplier make changes to the site, its content or its infrastructure outside the work we do, we are not responsible for the effect on search performance.

Automated Messaging: Your Compliance Obligations

Some of our services build automated messaging into your systems, including SMS and email follow-ups, callback automations and review requests. We build and configure the mechanism. You decide who receives messages and what they say.

You are the sender of record for every message sent through automations we build. This means you are the party responsible under the laws that govern commercial messaging, including the Telephone Consumer Protection Act (TCPA) in the United States, the CAN-SPAM Act, Canada’s Anti-Spam Legislation (CASL), and the ePrivacy rules and GDPR in the European Union.

You warrant, for every telephone number and email address entered into any automation we build, that:

1. you have obtained the consent required by the law applicable to that recipient, including prior express written consent where United States law requires it for automated marketing messages;
2. you hold records evidencing that consent and will produce them on request;
3. you have the right to use the contact list and did not purchase, rent or scrape it;
4. you honour opt-out and unsubscribe requests promptly and maintain a suppression list;
5. the message content and sending times comply with applicable law, including identifying you as the sender.

You will indemnify us against all claims, penalties, damages and legal costs arising from messages sent through automations we build, except to the extent caused by our failure to implement your documented instructions.

You will maintain commercial general liability insurance with cover extending to your marketing communications, at a level appropriate to the volume and reach of the messaging you run, and you will provide evidence of that cover on request.

Where a claim within that indemnity is made, you will advance our defence costs as they are incurred, against invoices as they are presented, rather than reimburse them after a judgment or settlement.

Statutory damages for non-compliant automated messaging are assessed per message and can be substantial. We will not upload contact lists on your behalf, and we will decline to configure an automation where you cannot confirm the consent position for the intended recipients. This protects both of us.

AI-Generated Output

Some of the services use AI systems. Their output is probabilistic: it is generated by predicting plausible text or classifications rather than by retrieving verified facts, and it can be wrong, incomplete or unsuitable while still reading as confident.

You are responsible for reviewing and approving AI-generated content, replies and classifications before they reach your customers or influence a decision that affects someone. Where an automation is configured to send without a human in the loop, that is a choice you make with notice of this clause.

We will tell you where AI is used in what we build for you, and how to review and override it.

We do not warrant that AI output is accurate, complete, non-infringing or fit for a particular purpose, and we are not liable for the consequences of output that was published, sent or acted on without the review this section describes.

Data Protection

Where we process personal data on your behalf in the course of delivering the services, you are the controller and we are the processor. The Data Processing Agreement governs that processing and forms part of this agreement.

Where we process personal data for our own purposes, including your billing records and our correspondence with the people you nominate, we are the controller and the Privacy Policy describes what we do.

You warrant that you have a lawful basis under Art. 6 of the GDPR, or under the equivalent law applicable to you, for the personal data you give us or ask us to process, and that the people concerned have been given the information the law requires. Where you nominate a member of your staff as our contact, you will make them aware of our Privacy Policy.

Consent for marketing messages is dealt with separately and more strictly, under Automated Messaging: Your Compliance Obligations.

Confidentiality

Each party keeps the other party’s non-public information confidential, uses it only for the purposes of the engagement, and protects it with at least reasonable care. This covers commercial terms, business plans, customer data, credentials, source code and anything marked or evidently confidential.

The obligation does not apply to information that:

• is already public, or becomes public through no breach of this section;
• the receiving party developed independently without using the disclosing party’s information;
• the receiving party received from a third party who was free to disclose it;
• must be disclosed by law, by a court or by a regulator, in which case the receiving party tells the disclosing party first where it is lawful to do so, and discloses no more than is required.

Each party may share the other party’s confidential information with its own staff and subcontractors who need it for the engagement, and only where they are bound by confidentiality obligations no less protective than these.

These obligations survive termination for three years, and indefinitely for anything that qualifies as a trade secret.

Portfolio and Publicity

Unless you tell us otherwise, we may identify you as a client, describe the work at a general level, and show screenshots and links to delivered public-facing work in our portfolio, on our website and in proposals.

You can opt out at any time, before or after publication, by written notice to hello@forma.marketing or to privacy@forma.marketing. Either address reaches us and either is enough. No reason is needed. We remove the material from anything we control within a reasonable period, and in any event within 30 days. Material already distributed offline, such as a printed proposal, cannot be recalled, and cached or archived copies held by third parties are outside our control.

We will not publish your confidential information, your commercial figures, your internal data or non-public work without your written consent, whether or not you have opted out of the rest.

This is the opt-out referred to in our Privacy Policy. Where the material includes personal data, you may also object under Art. 21 of the GDPR, and the effect is the same.

Warranties

We warrant that:

• we will perform the services with reasonable skill and care, by people suitably qualified for the work;
• the deliverables we create for you are our original work or properly licensed for the use described in the Statement of Work;
• we will correct, at no charge, any defect you report within 30 days of acceptance, where the defect is a failure of the deliverable to meet a requirement in the Statement of Work.

The correction warranty does not cover changes you or a third party make to a deliverable after acceptance, faults caused by content or data you supplied, or changes in a third-party platform, browser or service that the deliverable depends on.

Beyond those warranties, and to the extent the law permits, the services and deliverables are provided without further warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

Third-party services and platforms we integrate with are outside our control. We do not warrant their availability, their performance or their continued existence.

Limitation of Liability

Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort or otherwise, is limited to the greater of the total fees you paid us under the applicable Statement of Work in the 12 months preceding the event giving rise to the claim and EUR 5,000.

We are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, loss or corruption of data, or any indirect or consequential loss, however arising.

Nothing in this agreement excludes or limits liability where the law does not permit it. Under Article 1355 of the Romanian Civil Code, liability for intentional fault or gross negligence cannot be excluded, and liability for death or personal injury is likewise not excluded or limited.

This clause limits our liability only. It does not limit your payment obligations, and it does not limit any indemnity obligation of yours under any section of this agreement.

Indemnity

You will indemnify us against claims, penalties, damages and reasonable legal costs arising from: the content, data, materials and contact lists you supply to us; your use of a deliverable in breach of this agreement or outside the licence granted for it; and your breach of the obligations in Automated Messaging: Your Compliance Obligations.

We will indemnify you against third-party claims that a deliverable we created for you infringes that third party’s copyright, subject to the limits in Limitation of Liability. That indemnity does not cover third-party or open source components supplied under their own licences, material you supplied to us, or a deliverable modified after acceptance by anyone other than us.

An indemnity under this section applies only where the indemnified party notifies the other promptly of the claim, does not admit liability or settle without written consent, and gives the indemnifying party control of the defence together with reasonable assistance at the indemnifying party’s cost. The indemnified party may take part in the defence with its own lawyers at its own cost, and the indemnifying party may not settle on terms that impose an obligation, a payment or an admission of fault on the indemnified party without that party’s written consent. These conditions apply to every indemnity given anywhere in this agreement, including the indemnity in Automated Messaging: Your Compliance Obligations, and nothing in this section narrows that indemnity or the insurance and defence cost obligations that accompany it.

Term and Termination

A project engagement runs from acceptance of the Statement of Work until the deliverables are accepted and paid for.

A retainer runs monthly and continues until either party gives at least 30 days written notice. Notice takes effect at the end of the billing period following the one in which it is given, and the fees for that period remain payable.

Either party may terminate immediately, by written notice, where the other is in material breach and has not remedied it within 14 days of being asked to, or where the other becomes insolvent, enters insolvency proceedings or ceases to trade.

On termination for any reason you pay for the work performed and the costs we have committed on your behalf up to the effective date. Where you cancel a fixed-scope project before completion, the deposit is not refundable and we may invoice work in progress at the rates in the Statement of Work. Where an engagement ends for a reason other than your breach or your non-payment, we refund the part of any prepayment that relates to work we have not performed.

On termination we hand over what the Domains, Hosting and Accounts section requires, and we deliver the work paid for. Work not paid for is not delivered, and no assignment of rights in it takes place.

The following survive termination: Intellectual Property, the correction warranty in Warranties for its 30-day period, Confidentiality, Portfolio and Publicity, Limitation of Liability, Indemnity, Data Protection, accrued payment obligations including those under Late Payment and Suspension, and General.

Force Majeure

Neither party is liable for a failure or delay in performing caused by an event beyond its reasonable control. That includes infrastructure and platform outages, failure or withdrawal of third-party services the work depends on, natural disaster, fire, armed conflict, epidemic, and act of government or regulator.

The affected party notifies the other promptly, and both take reasonable steps to mitigate the effect and to resume performance.

A shortage of funds is not a force majeure event, and this section does not suspend or excuse an obligation to pay sums already due.

Where the event continues for more than 60 days, either party may terminate the affected engagement by written notice, and the settlement rules in Term and Termination apply.

Subcontractors

We may engage subcontractors and specialists to perform part of the services. We remain responsible to you for their work as if it were our own.

We bind every subcontractor to confidentiality obligations no less protective than those in the Confidentiality section.

Where a subcontractor will process personal data on your behalf, it is a sub-processor, and the sub-processor terms in the Data Processing Agreement, including the notice and objection rights there, apply to it.

General

This agreement, the applicable Statement of Work and the Data Processing Agreement are the entire agreement between us for the engagement, and they replace any earlier discussion, proposal, estimate or representation. Where they expressly conflict, the order of precedence is: the Data Processing Agreement on matters of personal data processing, then the Statement of Work, then these standing terms.

This agreement, and any dispute or claim arising out of it, are governed by Romanian law. The competent Romanian courts at our registered office have exclusive jurisdiction. Before either party starts proceedings, both will attempt in good faith to resolve the matter by direct negotiation.

Neither party may assign or transfer this agreement without the other party’s written consent, except that either may assign it to a successor of the business it relates to, on notice.

A delay or failure to enforce a right is not a waiver of it, and a single or partial exercise of a right does not prevent its further exercise.

If a provision is held unenforceable, it is severed or read down to the minimum extent needed, and the rest of the agreement continues in force.

Nothing here creates a partnership, joint venture or employment relationship. We act as an independent contractor, and neither party may bind the other, except as expressly provided in Third-Party Materials and Licences.

Notices are given in writing to the email addresses recorded in the Statement of Work, and to us also at hello@forma.marketing. A notice sent by email takes effect on the next working day after it is sent, unless the sender is told it did not arrive.

We may update these standing terms. For an engagement already under way, the version in force when the Statement of Work was accepted continues to apply to that engagement unless both parties agree in writing to move to a later one. The version number and effective date at the top of this page identify the current version.