Terms of Service
Master Services Agreement
This Master Services Agreement, hereinafter referred to as “the Agreement” is between
PIXELMAKERS STUDIO SRL, Romanian moral person, with headquarter located in Romania, Ploiesti, 3 Vitioarei Alley, Bl. 84, Sc. B, Floor 1, Ap. 26, registered with the Trade Registry Office next to Prahova Tribunal with no. J29/705/2021, having tax registration code 43917962 and bank account no. IBAN RO17BTRLUSDCRT0594072501, opened in USD, with Banca Transilvania, duly represented by Director, Mihai-Andrei Ungureanu, in capacity of provider, hereinafter referred to as „PixelMakers” or „the Provider”,
The business (moral person) or physical person identified through the order form data which can be found in the first invoice received as a Beneficiary. The invoice is part of this master services agreement.
The Beneficiary guarantees that all information are correct and according to the reality. By submitting an order, you declare that you are a physical person above 18 years old. If you are representing a moral person, by ordering you are declaring that you have full authority to accept this contract and to execute the obligations that are part of it. If the submitted data are not correct, this can be fixed by sending an email to email@example.com. Submitting incorrect data by the Beneficiary can lead to the contract termination, without notice and without fulfilling any duties that are part of this contract.
Object of the agreement
The object of the Agreement consists in establishing the frame for the provision by the Provider, upon the request of the Beneficiary, of the following service(s), according to the terms and conditions stipulated herein:
- Web design & development
- Template customization
- Domain registration, transfer or extension
- Server or cloud computing rental (hosting)
- Selling of SSL certificates
The service Provider will offer technical assistance for all of the contracted services. However, there may be situations where the assistance does not fall under the obligations of PixelMakers.
Invoicing and payments
The invoices corresponding to the Services shall be issued by the Provider, on the 10th day of every month.
For celerity reasons, the Parties hereby agree that invoices shall be send on the issuance day, by e-mail, at the address specified in the ordering form.
The Beneficiary undertakes to pay the invoice in a 14 – day delay as of the issuance. If the Beneficiary does not pay the invoice in 14 days, the Provider will be legally entitled to suspend the Beneficiary's account and not perform any of the contract's obligations.
The corresponding Services will be invoiced and paid in USD. All of the pricings displayed on our website does not contain VAT.
Returns and refunds
The corresponding Services can't be returned. The service Provider does not offer any returns or refunds.
The Provider’s obligations
The Provider undertakes to provide the Beneficiary with the Services and to comply with the terms and conditions of this Contract;
The Provider undertakes to provide the following services:
- Web design & development
- Template & template customization
- Domain registration, transfer or extension
- Server or cloud computing rental (hosting)
- Selling of SSL certificates
The Beneficiary will inform the Provider of the required technical specifications, in written form, when placing the order.
The Provider shall offer the Client instructions in regards to using the website.
The Provider shall timely issue all the documents related to the provision of the Services;
To act according to the instructions received from the Beneficiary in relation to the provision of the Services;
To conduct its activity in a manner that will not prejudice the Beneficiary;
The Beneficiary undertakes to provide the Provider in written, all the necessary information related to the provision of the Services, databases, instructions regarding the databases.
The Beneficiary undertakes to timely pay the invoices issued by the Provider;
The Beneficiary undertakes to pay at the reception of the services, based on the invoices.
To comply to any other obligation related to the Agreement, even if not expressly provided under this clause.
Cease of the Agreement
The Agreement may cease as follows:
- By Parties’ agreement expressed in written form;
- Through accomplishment of the duration set forth at order, if the Parties didn’t expressed their option regarding renewal;
- Resolution for the inadequate accomplishment or for the inobservance of the obligations undertaken under this Agreement, through a 5 – day (five) written notice, if by the end of the notice period, the culpable Party doesn’t accordingly comply its obligation;
- By unilateral denunciation by any of the Parties, with a written notice of 5 (five) calendar days.
Processing the personal data
The Provider is processing the personal data only for the purpose of accomplishing its obligations under this Agreement. Any supplementary processing shall be made only with prior written consent obtained in writing from the data subjects or, as the case might be, with prior information of the Beneficiary. Any processing of personal data made by the Provider exceeding the purpose of accomplishing its obligations under this Agreement triggers the Provider’s capacity of controller for those supplementary processes and exonerates the Beneficiary from any form of liability regarding the processing exceeding the purpose described by the frame of this Agreement.
For the personal data processed for the purpose of this Agreement, the Provider undertakes to keep a register of processing, distinctive of the registries that it keeps for the processing made for other purposes. In relation to these processing, the Provider undertakes to grant the Beneficiary with access, upon request, to audit, directly or through a proxy, to assess the organizational and technical measures adopted by the Provider to ensure the adequacy of data processing.
Personal data processed for the purpose of this Agreement by the Provider shall not be kept after the cease of the Agreement, irrespectively of the ceasing reason. At the cease of this Agreement, the Provider shall hand over and destroy or delete any copy of the personal data, irrespectively of its support, and shall provide the Beneficiary with a statement on its own responsibility, regarding such destruction and erasure.
For the avoidance of any doubt, the Provider is directly liable towards the Beneficiary for processing the personal data according to the instructions of the latter under this Contract and in compliance with the provisions of article 28 par. (3) of the Regulation (EU) 2016 / 679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC. Any sanction and / or compensation established for the Beneficiary caused exclusively by the failure of the Provider to comply with this clause 5 may trigger the Provider’s liability to reimburse the Beneficiary for the damage caused by the applied sanction and / or compensation, including all the expenses incurred in the administrative, judicial or extra – judicial procedures aiming to defending from such liability (exemplifying and without limitation to: judicial fees, attorney expenses). Such liability may arise only if the Beneficiary is able to prove the fault of the Provider consisting in a breach of its obligations under this Agreement.
The Parties have the obligation to keep the confidentiality of all the data written in this Agreement, as well as of any other information resulted/transmitted based on the present Agreement (including but not limited to turnover, sales volume, prices, suppliers, strategies etc.). Otherwise, the Party whose information has been disclosed shall be entitled to terminate the present Agreement and the Party who disclosed the confidential information without authorization shall be obliged to pay damages for the entire prejudice suffered, but not less than USD 100.00 (one hundred) for each breach of the confidentiality obligation.
Any information disclosed by any of the Parties, such as but not only current or future resale prices as well as timing and scope of promotions, must not be used to the detriment of the Party that they are proprietary to, but in full compliance with the law, in particular competition law. Such information may only be shared internally with staff that needs to know for legitimate purposes. It must not be passed on to the competitors of the Party that they are proprietary to.
This clause and all confidentiality-related obligations shall remain in force even after termination of this Agreement, for an unlimited period or until they become public.
The Parties shall use data provided by the other Party in the course of the business relation only for admissible and legal business purposes. The Parties shall treat the data provided confidentially, be it a single piece of information or part of a work product containing the data or parts thereof. The Parties shall make the required dispositions to guard against third parties gaining access to the data and/or work products. The Parties will inform its respective employees/professional advisers who gain access to the data and/or work products about the obligations pursuant to this confidentiality clause.
Intellectual Property Rights
Any results or rights, including copyright and/or any other intellectual property rights, resulted from the execution of the services from this Agreement shall be the property of the Provider.
By purchasing a template and it's customization, the Beneficiary acquires the right to use this item and not the item itself.
The Beneficiary receives a Single-Use License gives it, the purchaser, the ability to use the template on an ongoing, non-exclusive basis.
The Beneficiary is allowed to use the template to create one single End Product for yourself (a “single application”).
The “End Product” is the final customized version/implementation of the template that the Beneficiary will use.
Neither Party is liable for non-performance on time or for the delayed performance, totally or partially, of any obligations undertaken under the Agreement, if this is caused by force majeure (such as earthquakes, floods and other natural disasters), in for the purpose of Article 1351 Romanian Civil code.
Force majeure exonerates of liability the Party invoking it, but only to the extent and for the period in which the Party is prevented or delayed to perform its obligations due to force majeure event. The performance of the contractual obligations will be suspended for the entire period of action of the force majeure, but without prejudice to the rights that were due to the Parties until the occurrence of such force majeure event and due obligations.
A force majeure event shall be notified by the Party invoking it immediately and completely, upon its occurrence, but not later than 5 days from the date of occurrence and it will be subsequently proven by the certificate issued by the Chamber of Commerce and Industry of Romania or by other competent authority, according to its regulations. The Party that invoked the force majeure event is obliged to notify similarly its termination.
The Party invoking force majeure has the obligation to take any measures at its disposal in order to limit the consequences.
If force majeure operates or it is expected to operate for a period exceeding 60 days, either Party shall be entitled to notify the other Party of the Agreement termination by operation of law/ipso jure, neither Party being entitled to claim damages from the other Party.
All communications, notices or other requests in connection with this Agreement shall be in writing and shall be sent to the contact details below (i) personally, or (ii) by courier or (iii) registered letter with acknowledgment of receipt using the contact details listed below or (iv) by e-mail, under the below conditions. Verbal communication will not be considered.
For the Provider,
Address: Ploiești, Vitioarei Alley, nr 3, Bl. 84, Sc. B, Et. 1, Ap. 26
To the attention of: Mihai-Andrei Ungureanu
For the Beneficiary, the contact details used will be the ones from the order form.
The Party may change any of its contact information indicated herein upon notice sent to the other Party at least 5 (five) days in advance, in the manner provided in this clause, otherwise such change being unopposable to the other Party.
Notices shall be deemed as received: (i) on the date of receipt, if sent personally or by courier, according to the acknowledgment signature; (ii) on the date specified in the acknowledgment of receipt, if sent by registered letter with acknowledgment of receipt; (iii) at the time the receiver of an e-mail notification responds to the sender, expressly confirming receipt of the same, for the avoidance of doubt, an automatic receipt notice issued by the account mail program is not deemed as proof of communication.
Applicable law and dispute settlement
The Agreement and the relationships between the Parties shall be governed by and construed in accordance with Romanian law.
Any dispute, disagreement or dispute between the Parties in relation to the existence, validity, interpretation, performance or termination of this Agreement shall be settled to the extent this is possible by agreement between the Parties, and the Parties agree to make every efforts in good faith to reach such agreement within a ten (10) – day prior notice of such a situation, unless otherwise decided.
In case they fail to reach an amicable settlement under the above terms and conditions, the dispute shall be submitted for settlement by the competent Courts in Ploiești.
For the avoidance of any doubt, the Parties agree and confirm that all the provisions, terms and conditions set forth in this Agreement:
- were freely agreed by the Parties prior to the Signature Date,
- are fully accepted by the Parties and represent their true and free intentions; and cannot be considered as being "standard clauses" in the meaning provided by art. 1.202 of the Romanian Civil Code.
The Parties expressly acknowledge and undertake all the terms and the conditions provided in this Agreement, including, but not limited to the provisions regarding: the termination (Romanian: rezolutiune/reziliere) of the Agreement, any unilateral termination rights, the governing law and jurisdiction, the right to suspend the execution of their obligations, the limitations of liability, limitation of the right to raise exceptions, non-compete and any other clauses. For the avoidance of any doubts, the Parties agree that the clauses of this Agreement are not and cannot be considered "unusual" according to art. 1203 of the Romanian Civil Code.
This Agreement, including appendix, represents the entire agreement and understanding between the Parties hereto relating its subject matter and supersede any and all prior proposals or agreements, whether written or oral, that may exist between the Parties and there are no oral side agreements and no secondary elements that the Parties haven’t agreed upon. The Parties will not derogate from the express provisions of the Agreement by applying routine practices between them, usages or equity.
PixelMakers does not guarantee that:
- These services match the Beneficiary's exact needs and requests;
- These services will work uninterruptedly, safely and without error;
- The results obtained by using these services will be without error and trust worthy
- The quality of the services, information, and other materials bought or obtained by the Beneficiary will meet the expectations;
- Any software error can be and will be fixed.
PixelMakers is not responsible for the inability to execute the Services, for the degradation or any other delay in it's execution, that:
- Can be partially or completely attributed to the actions or omissions of the Beneficiary, it's employees, third parties of the Beneficiary or other entities;
- Can result in the planned maintenance dates of PixelMakers or any of it's Providers or Vendors;
- Are the result of Force Majeure situations;
- Are the consequence of the Services by the Provider caused by the inability to make the appropriate invoice payments by the Beneficiary;
Use these Services at your own risk. These Services are provided "as-is". PixelMakers does not assume the responsibility and doesn not offer any kind of guarantees, neither explicitly or implicitly, including, but without limiting itself to the usual commercial guarantees, for the matching of a certain purpose. Any kind of downloaded material or obtained in any other way by using the Service is done with the discretion and at the risk of the Beneficiary and you are responsible for any damage of your own computer or for the loss of data that results from downloading any materials. The security mechanisms incorporated in this software know limitations, the Beneficiary being responsible for identifying it's own necessities.
The design and layout of a chosen or purchased template will not automatically replace the design and layout of a pre-existing website owned by you. Templates come as-is and may require customization.
The Provider reserves the right of updating this Terms of Service at any time and will notify the Beneficiary of any changes. By continuing to use the Services after the Terms of Service, the Beneficiary agrees to the changes.
By agreeing to this contract, the Beneficiary also agrees with our Vendors terms of service, which can be found at the following links:
The Beneficiary understands and agrees that PixelMakers, it's associates, vendors, partners, providers, directors, owners, or employees are not responsible for any kind of direct, indirect, special, unique, exemplar damage, including, but without limiting itself to damages of future earnings, good will, usage, data, or any other king of intangible goods (even if you have warned PixelMakers of the possibility of such losses), resulting from the usage or impossibility of usage of the Services, errors, defects, omissions, operation delays or transmissions or any other kind of fault the Services or software; The cost of procurement of goods and services for the replacement of those bought or obtained through messages or transactions done using these Services; Unauthorized access or the modification of the Beneficiary's data transmissions; declarations or the behavior of other entities towards the Services; Any good or service provided or sold through the Services. Any other situation that concerns the Services or the software.