TERMS & CONDITIONS

 

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Terms and Conditions for IT Services

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These Terms and Conditions ("Agreement") govern the provision of IT services by DATAMORPHOSIS SRL ("Service Provider") to its clients ("Client") subscribing to IT services, which include the design and development of new Mulesoft applications and enhancements to existing integrations developed by the DATAMORPHOSIS team, initial and final documentation, and for Premium+ plans also includ support. By subscribing to the IT services, the Client agrees to be bound by these terms and conditions.

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General Terms

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1. Plans & Services

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1.1. Plans

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The Basic plan covers a single request at a time and includes services as listed and described in section 1.2. The Basic plan fee is 6.500 EUR, no VAT applicable.

The Premium plan covers two requests at a time and includes services as listed and described in section 1.2. The Premium plan fee is 10.800 EUR, no VAT applicable.

The Premium+ plan covers two requests at a time and includes services as listed and described in section 1.2. The Premium+ plan fee is 14.400 EUR, no VAT applicable.

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1.2. Services

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1. Requirements gathering: service request documenting requirements functional and non functional alike that will act as the single source of truth for validation and approval

2. Tracking & reporting: Notion tracker reflecting real-time progress and status + weekly sprint review meetings

3. Mulesoft development: implementation of new Mulesoft applications or significant changes to existing Mulesoft applications

4. Documentation: architecture, solution and application level documentation

5. DevOps (only for Premium & Premium+): creating pipelines and deployment processes

6. Support (only for Premium+): maintenance and small changes on Mulesoft applications developed by the Service provider

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1.3. The levels of quality and response time for requests are defined in section 9 of the present terms and conditions

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1.4. The Service Provider reserves the right to modify, update, or discontinue any part of the services provided, with prior notice to the Client, to improve the overall quality of the services.

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2. Know Your Customer procedure

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2.1. Upon purchase of a subscription, a representative of the Service Provider will reach out to the Client to provide clarity on the specific terms along with contractual documents to be signed.

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2.2 An initial meeting for discovery of the scope of the client’s integration needs is scheduled.

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2.3. The discovery phase is followed by a week-long period where the Service Provider can setup access to all required systems and get familiar with the Client’s landscape and code. This period can be forfeited in case of a green-field project.

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3. Subscription Period and Renewal

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3.1. The initial subscription period shall be one calendar month, starting from the date of the Client's subscription to the IT services.

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3.2 Basic and Premium plans require a 6 month commitment while the Premium+ plan requires a 12 month commitment. This implies that Basic and Premium plans will be active and charged for a minimum of 6 moths before being eligible for cancellation and the Premium+ plan will be active and charged for a minimum of 12 months before being eligible for cancellation.

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3.3 Subscriptions can be paused and resumed at any time, provided there are no ongoing requests.

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3.4. The subscription will automatically renew for successive periods of one (1) calendar month unless either party provides notice of non-renewal by cancelling the subscription form the respective account at least five (5) business days before the end of the current subscription period, provided than no requests are in progress. If there are active requests on a given account, cancellation will be possible only once the request is completed. If your subscription is still within the minimum commitment window, cancellation will only be available once the minimum requirement time elapses.

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4. Payment Terms

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4.1. The Client agrees to pay the Service Provider the applicable subscription fees based on the selected subscription plan as per section The payment shall be made in EUR and in accordance with the payment schedule specified in the subscription agreement and contract.

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4.2. In the event of late payment, the Service Provider reserves the right to suspend or terminate the provision of services until the outstanding balance is settled.

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5. Fees and expenses

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5.1. The monthly fees of each subscription plan are applicable according to the client’s selection as per section 1.1.

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5.2. The client may request site visits with a minimum of 1 month notice. In this case the client must provide or reimburse any related travel & accommodations.

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5.3. If the client requires various paid software & services be used, they must provide the necessary licenses or reimburse the Service Provider for the purchase.

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6. SLAs and performance

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6.1. All requests will be evaluated during the requirements phase and an estimate will be provided. Completion time ranges between 5-21 business days for most requests, based on complexity. Higher estimates are possible and are subject to client approval.

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6.2. The Service Provider guarantees the performance off all delivered requests as verified during UAT. Performance issues related to the Anypoint Platform and its availability and services are not covered within the responsibility of the Service Provider, nor is the availability or performance of other systems involved.

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6.3. Our SLA is 100% customer satisfaction. All requests will be fulfilled as per the documented requirements and are subject to Client approval before being marked as completed.

 

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7. Data transmission and usage

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7.1. The default communication channel will be email and Google Services. If the Client is required to use it’s own communication channels it must provide credentials on the agreed start date.

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7.2. The Service Provider may use various services to process the client’s data includin but not limited to the Google Suite, Office Suite, Notion and the Anypoiny ecosystem.

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7.3. Management and tracking of requests and progress will be enabled through a dedicated project management workspace.

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8. Confidentiality

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8.1. Both parties acknowledge and agree that during the course of providing IT services, confidential data will be

exchanged between the Service Provider and the Client. However, NO confidential information may be disclosed outside of this contractual relationship to third parties. Confidential information includes but is not limited to business strategies, technical information, trade secrets, and customer data.

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8.2. Each party agrees to keep confidential information disclosed by the other party secure and not disclose or use it for any purpose other than the performance of this Agreement, unless required by law.

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8.3. The Service Provider may subsequently reveal confidential information to subcontractors & service providers under the condition that the latter be held accountable for any data breach and maintain confidentiality for no less than 2 years.

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9. Intellectual Property

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9.1. All intellectual property rights, including but not limited to copyrights, patents and trade secrets, related to the IT services provided by the Service Provider shall remain the property of the Service Provider.

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9.2. The Client shall not reproduce, modify, distribute, or sell any materials provided by the Service Provider without obtaining prior written consent.

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10. Limitation of Liability

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10.1. The Service Provider shall not be liable for any direct, indirect, incidental, or consequential damages arising out of or in connection with the use of the IT services, including but not limited to lost profits, data loss, or business interruption.

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11. Termination

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11.1. Either party may terminate this Agreement with immediate effect in case of a material breach by the other party.

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11.2. Upon termination, the Client shall pay any outstanding fees accrued until the effective termination date.

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12. Governing Law and Jurisdiction

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12.1. This Agreement shall be governed by and construed in accordance with the laws of the European Union and Romania if there is no superseding European law applicable.

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12.2. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Romania.

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By subscribing to the IT services, the Client acknowledges that they have read and understood these terms and conditions and agree to be bound by them.