Terms and Conditions

Last updated: 29 June 2026

These Terms and Conditions (“Terms”) govern the provision of services by TOGAETHER SRL, a company incorporated in Romania, Trade Register no. J2025020831007, CUI 51500736, with registered address at Str. Cluj no. 7, 1st Floor, Timișoara, Timiș County, Romania (“Company“, “we“, “us“), to business clients (“Client“).

These Terms apply exclusively to legal entities and professionals acting within the scope of their trade or business. They do not apply to consumers.

By signing a Statement of Work, Project Agreement, or any other service contract that references these Terms, the Client agrees to be bound by them in their entirety.

 

I. Definitions

“Agreement” means the combination of a Statement of Work (or equivalent service contract) and these Terms.

“Deliverable” means any software, code, design, report, strategy document, or other work product produced by the Company for the Client under an Agreement.

“Project” means a defined scope of work agreed under a fixed-price or milestone-based arrangement.

“Retainer” means an ongoing service arrangement billed on a monthly basis for a defined set of services or hours.

“Subscription” means a recurring service arrangement granting the Client access to defined services or platform features for a fixed periodic fee.

“Statement of Work” (SOW) means a document signed by both parties specifying the scope, timeline, pricing, and deliverables for a particular engagement.

“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, database rights, and any other intellectual or industrial property rights, whether registered or unregistered.

 

II. Scope of Services

The Company provides the following categories of services, as specified in the applicable SOW:

1. Custom Software Development — design, development, testing, and delivery of bespoke software applications, systems, or components.
2. Maintenance & Retainer — ongoing technical support, bug fixing, updates, and improvements to existing software systems.
3. Technical Consulting — advisory services on software architecture, technology selection, process improvement, and digital strategy.
4. Social Media Marketing — creation, scheduling, and management of content across social media platforms, audience engagement, and performance reporting.
5. SEO Optimisation — on-page and off-page search engine optimisation, technical SEO audits, content strategy, and keyword targeting.

The specific services, scope, and deliverables for each engagement are defined in a mutually executed SOW. In the event of any conflict between these Terms and an SOW, the SOW shall prevail with respect to the specific engagement it governs.

 

III. Quotes, Proposals and Contract Formation

3.1 All quotes and proposals issued by the Company are valid for 30 calendar days from the date of issue, unless otherwise stated in writing.

3.2 An Agreement is formed when both parties have signed an SOW, or when the Client provides written confirmation of acceptance (including by email) and the Company acknowledges it in writing.

3.3 Any changes to scope, timeline, or deliverables after an Agreement is formed must be agreed in writing via a Change Order signed by both parties. Changes may affect the price and delivery schedule.

3.4 The Company reserves the right to decline any engagement at its sole discretion prior to the execution of an SOW.

 

IV. Pricing and Payment

4.1 Pricing models

The applicable pricing model for each engagement is specified in the SOW:

• Fixed-price: a total fee agreed upfront for a defined scope. Additional scope is subject to a Change Order.
• Monthly retainer: a recurring monthly fee for a defined basket of services or hours. Unused hours or services do not carry over unless explicitly agreed.
• Subscription: a recurring periodic fee granting access to defined services. Subscriptions renew automatically unless cancelled in accordance with Section XI.

4.2 Invoicing

Invoices are issued in accordance with the payment schedule set out in the SOW. In the absence of a specific schedule:

• Fixed-price projects: 30% upon signing, 40% at agreed milestone(s), 30% upon delivery.
• Retainer and Subscription: invoiced monthly in advance on the 1st of each month.

4.3 Payment terms

Payment is due within 15 calendar days of the invoice date, unless otherwise agreed in the SOW. All amounts are expressed exclusive of VAT. VAT is applied in accordance with applicable Romanian and EU legislation.

4.4 Late payment

Invoices not settled by the due date shall accrue late payment interest at the rate provided by Law no. 72/2013 on measures to combat late payment in commercial transactions (currently the reference rate of the National Bank of Romania plus 8 percentage points per annum), calculated from the due date until the date of actual payment. The Company may also suspend services after written notice if payment remains outstanding for more than 10 calendar days beyond the due date.

4.5 Expenses

Out-of-pocket expenses (e.g. third-party licences, hosting, advertising spend, stock assets) are not included in the Company’s fees and will be invoiced separately at cost, subject to prior written approval by the Client.

 

V. Client Obligations

The Client agrees to:

5.1 Provide timely access to all information, systems, credentials, and personnel reasonably required by the Company to perform the services.

5.2 Review and approve (or reject with written feedback) deliverables within the timeframes specified in the SOW. Failure to respond within the agreed review period shall be deemed acceptance of the deliverable as submitted.

5.3 Ensure that any materials, content, data, or third-party assets provided to the Company for use in the services do not infringe the rights of any third party. The Client shall indemnify the Company against any claim arising from such materials.

5.4 Designate a primary point of contact with authority to provide instructions and approvals on behalf of the Client.

5.5 Not engage, directly or indirectly, any employee of the Company during the term of any Agreement and for a period of 12 months following its termination, without the prior written consent of the Company.

 

VI. Intellectual Property

6.1 Pre-existing IP: Each party retains ownership of intellectual property created independently of the Agreement (“Background IP”). The Company’s Background IP includes, without limitation, reusable frameworks, libraries, tools, methodologies, and know-how developed prior to or outside the scope of the Agreement.

6.2 Transfer of Deliverable IP: Upon receipt of full payment of all amounts due under the Agreement, the Company assigns to the Client all Intellectual Property Rights in the Deliverables created specifically for the Client under that Agreement, to the fullest extent permitted by law.

6.3 Licence to Background IP: To the extent that any Deliverable incorporates the Company’s Background IP, the Company grants the Client a non-exclusive, perpetual, royalty-free licence to use such Background IP solely as embedded in, and necessary for the use of, the Deliverable.

6.4 No transfer before full payment: Intellectual Property Rights in Deliverables do not transfer to the Client until all outstanding invoices relating to the relevant Agreement have been paid in full. Until such time, the Company grants the Client a limited, revocable licence to use work-in-progress deliverables solely for evaluation purposes.

6.5 Portfolio rights: The Company reserves the right to reference the Client’s name and describe the nature of the engagement (without disclosing confidential details) in its portfolio, case studies, and marketing materials, unless the Client objects in writing.

 

VII. Confidentiality

7.1 Each party (“Receiving Party”) agrees to keep confidential all non-public information disclosed by the other party (“Disclosing Party”) in connection with the Agreement that is designated as confidential or that reasonably should be understood to be confidential given its nature (“Confidential Information”).

7.2 Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this clause; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party where legally permitted.

7.3 Confidentiality obligations under this clause survive termination of the Agreement for a period of 3 years.

 

VIII. Warranties

8.1 The Company warrants that:

• services will be performed with reasonable skill and care by qualified employees;
• Deliverables will materially conform to the specifications set out in the SOW at the time of delivery;
• the Company has the right to enter into the Agreement and to grant the IP rights set out in Section VI.

8.2 For software deliverables, the Company provides a 30-day warranty period following acceptance, during which it will remedy material defects at no additional charge. This warranty does not cover defects caused by the Client’s modifications, third-party software, or use outside the intended scope.

8.3 For SEO and social media marketing services, the Company does not warrant specific rankings, follower counts, engagement rates, or business outcomes, as these depend on factors outside the Company’s control (including third-party platform algorithms). The Company warrants only that services will be performed diligently and in accordance with current industry best practices.

8.4 Except as expressly stated in this Section, all warranties, conditions, and representations not expressly set out herein are excluded to the fullest extent permitted by law.

 

IX. Limitation of Liability

9.1 Neither party shall be liable to the other for any indirect, consequential, incidental, punitive, or special loss or damage, including loss of profit, loss of revenue, loss of data, or loss of business opportunity, arising out of or in connection with the Agreement, even if advised of the possibility of such damages.

9.2 The Company’s total aggregate liability to the Client under or in connection with any Agreement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by the Client to the Company in the 6 months immediately preceding the event giving rise to the claim.

9.3 Nothing in these Terms limits either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

 

X. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under the Agreement to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, civil unrest, cyberattacks on critical infrastructure, pandemic, governmental action, or failure of third-party internet or telecommunications services. The affected party shall notify the other in writing as soon as reasonably practicable. If the force majeure event continues for more than 60 calendar days, either party may terminate the Agreement on written notice without penalty.

 

XI. Term, Suspension and Termination

11.1 Fixed-price projects begin on the date specified in the SOW and end upon acceptance of the final Deliverable and receipt of final payment.

11.2 Retainer agreements run for the initial term specified in the SOW (minimum 1 month) and renew automatically on a monthly basis unless either party gives at least 30 days’ written notice of non-renewal before the end of the then-current term.

11.3 Subscriptions renew automatically at the end of each billing period unless cancelled with at least 15 days’ written notice before the renewal date.

11.4 Termination for cause: Either party may terminate an Agreement with immediate effect by written notice if the other party: (a) commits a material breach that is not remedied within 14 calendar days of written notice specifying the breach; or (b) becomes insolvent, enters administration, or ceases to carry on business.

11.5 Consequences of termination: Upon termination, the Client shall pay for all services rendered and expenses incurred up to the effective date of termination. For fixed-price projects terminated by the Client without cause, the Company is entitled to retain all payments received and to invoice for work completed but not yet invoiced, on a pro-rata basis. Sections VI, VII, VIII (warranty period only), IX, XI.5, and XIV survive termination.

 

XII. Amendments to These Terms

The Company may update these Terms from time to time. Clients will be notified of material changes at least 30 days in advance via email. Continued use of services after the effective date of the updated Terms constitutes acceptance. For active Agreements, any update to these Terms applies only at the next renewal or upon execution of a new SOW.

 

XIII. Governing Law and Jurisdiction

These Terms and any Agreement incorporating them are governed by and construed in accordance with the laws of Romania. Any dispute arising out of or in connection with these Terms or any Agreement shall be subject to the exclusive jurisdiction of the competent courts of Timișoara, Romania.

 

XIV. Miscellaneous

14.1 Entire agreement: These Terms, together with the applicable SOW, constitute the entire agreement between the parties with respect to the subject matter thereof and supersede all prior discussions, representations, and agreements.

14.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions shall continue in full force and effect.

14.3 No waiver: Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party’s right to enforce it subsequently.

14.4 Assignment: The Client may not assign any Agreement or any rights or obligations under it without the prior written consent of the Company. The Company may assign its rights and obligations to any affiliate or successor entity upon written notice to the Client.

14.5 Notices: All formal notices under these Terms must be in writing and delivered by email (with read receipt or acknowledgement) or by registered post to the addresses specified in the SOW.

14.6 Language: In the event of any discrepancy between the English and Romanian versions of these Terms, the Romanian version shall prevail for the purposes of enforcement before Romanian courts.