General terms and conditions governing professional services provided by NDB Systems S.R.L.
These general terms and conditions ("Terms") govern all professional services rendered by NDB Systems S.R.L., a limited liability company (societate cu răspundere limitată) incorporated and operating under Romanian law, hereinafter referred to as "NDB Systems".
By engaging NDB Systems for any service - whether through a written service agreement, purchase order, statement of work, or any other form of instruction to proceed - the client ("Client") acknowledges and agrees to be bound by these Terms.
NDB Systems reserves the right to amend these Terms at any time. Changes do not affect agreements already in force unless the Client has been notified in writing and a reasonable period for acceptance has elapsed. The current version of these Terms is always available at ndbsystems.com/terms.
NDB Systems provides professional technology consulting, cloud architecture, infrastructure engineering, managed operations, and enablement services. The precise scope of any engagement is defined in a written agreement, statement of work ("SOW"), or equivalent document mutually agreed upon by both parties.
Any scope change, addition, or extension must be agreed in writing before work commences. NDB Systems is not obligated to perform work outside the agreed scope, nor to apply rates or timelines from a prior engagement to a new or extended one.
Services are delivered primarily on a remote basis. Where on-site presence is required, this must be explicitly agreed and associated costs are governed by Section 6 (Expenses).
Unless otherwise specified in writing, all indications of delivery timelines or effort estimates are good-faith approximations made at the time of writing. NDB Systems will notify the Client promptly upon becoming aware of any event likely to cause a material delay.
Estimates may not be exceeded without prior written agreement. Any extension of timeline or scope must be agreed by both parties in writing, including a revised estimate of additional effort and cost.
In accordance with the Romanian Civil Code (Codul Civil al Romaniei, Legea nr. 287/2009), NDB Systems and the Client agree to act in good faith and cooperate reasonably to enable timely delivery. Delays attributable to the Client - including failure to provide access, information, approvals, or feedback - may result in revised timelines at no additional charge to NDB Systems.
Standard working hours are 09:00-18:00 EET/EEST (Romania, UTC+2/UTC+3), Monday to Friday, excluding Romanian national public holidays as defined by the Romanian Labour Code (Codul Muncii, Legea nr. 53/2003) and applicable regulations.
Day-rate engagements are calculated on the basis of an 8-hour working day. When billing is by hour, only actual hours worked are invoiced.
Work performed outside standard hours, on weekends, or on public holidays requires prior written agreement and will be surcharged at 50% above the agreed rate for evenings and weekends, and 100% above the agreed rate for public holidays.
NDB Systems operates primarily remotely. Time zone differences across client locations are accommodated within reasonable limits by prior arrangement.
Fees are as stated in the applicable SOW or service agreement. Unless otherwise agreed in writing:
Late payments accrue interest at the legal rate applicable under Government Ordinance on Legal Interest Rates (OG nr. 13/2011 privind dobanda legala remuneratorie si penalizatoare), currently calculated at the BNR reference rate plus applicable penalty, from the due date until full settlement.
Electronic bank transfer (wire transfer) is the preferred payment method. Payments via third-party platforms (e.g. PayPal, Stripe) may incur an additional processing fee of up to 4% of the invoice amount, to be disclosed at the time of invoicing.
All prices are stated exclusive of VAT. Applicable taxes are added per the Romanian Fiscal Code (Codul Fiscal, Legea nr. 227/2015).
All reasonable expenses incurred by NDB Systems in connection with the delivery of services - including travel, accommodation, meals and third-party software or hardware procured on the Client's behalf - will be invoiced at cost.
Travel to client sites or other locations required by the engagement will be pre-approved in writing. Long-haul flights will be booked in the most cost-effective class available unless the Client specifies otherwise.
Expenses arising from the Client's cancellation of a confirmed engagement will be invoiced in full, including but not limited to non-refundable travel bookings made prior to cancellation.
Each party ("Receiving Party") agrees to hold in strict confidence all confidential information disclosed by the other party ("Disclosing Party") in connection with an engagement, and to use such information solely for the purpose of performing or receiving the contracted services.
Confidential information shall not be disclosed to third parties without prior written consent of the Disclosing Party, except as required by law or by order of a competent court or authority, in which case the Receiving Party shall notify the Disclosing Party as soon as practicable before disclosure.
These obligations survive termination or expiry of any agreement for a period of three (3) years, unless a longer period is agreed in writing or required by applicable law.
Unless explicitly agreed otherwise in the applicable SOW:
In accordance with Romanian Law on Copyright and Related Rights (Legea nr. 8/1996 privind dreptul de autor si drepturile conexe), NDB Systems asserts its moral rights over all original works created during the engagement until full assignment or transfer is completed.
NDB Systems processes personal data in accordance with the General Data Protection Regulation - GDPR (Regulamentul (UE) 2016/679) and its Romanian implementing legislation, the Romanian GDPR Implementation Law (Legea nr. 190/2018 privind masuri de punere in aplicare a Regulamentului General privind Protectia Datelor).
Where NDB Systems processes personal data on behalf of the Client, a Data Processing Agreement ("DPA") shall be concluded prior to such processing, as required by Article 28 GDPR.
Contact data (name, email, company) provided through this website or in the course of an engagement is used solely for service delivery and business communications. It is not sold or transferred to third parties. For the full Privacy Policy, please contact us at [email protected].
NDB Systems warrants that all services will be performed with reasonable professional skill and care, in accordance with good industry practice.
To the maximum extent permitted by applicable Romanian law, NDB Systems' total aggregate liability to the Client - whether in contract, tort (including negligence) or otherwise - shall not exceed the total fees paid by the Client to NDB Systems in the three (3) months immediately preceding the event giving rise to the claim.
NDB Systems is not liable for:
Nothing in these Terms excludes liability for fraud, gross negligence (culpa grava), or wilful misconduct, as governed by Art. 1547-1548 of the Romanian Civil Code (Codul Civil).
Either party may terminate an ongoing engagement by written notice. Termination is effective on the date agreed in writing or, absent agreement, on the date the notice is received.
Upon termination, NDB Systems shall be entitled to payment for all services rendered and expenses incurred up to the effective date of termination. Where a deposit has been paid, it will be applied against amounts due; any remainder will be refunded.
If the Client terminates an engagement with less than five (5) business days' notice prior to a confirmed commencement date, NDB Systems reserves the right to invoice 50% of the total agreed value for that engagement, in addition to any non-refundable costs already incurred.
NDB Systems may terminate an engagement immediately in the event of material breach by the Client, including non-payment of invoices overdue by more than 30 days.
Neither party shall be liable for any delay or failure to perform obligations - other than payment obligations - resulting from circumstances beyond their reasonable control, including but not limited to: acts of God, war, civil unrest, governmental acts, pandemic, natural disaster, fire, flood, power or internet infrastructure failure, or industrial action.
The party affected shall notify the other as soon as practicable and shall use reasonable endeavours to mitigate the impact of the event. Obligations will resume as soon as the force majeure event ceases.
These provisions are consistent with Art. 1351-1352 of the Romanian Civil Code (Codul Civil al Romaniei).
During the term of any engagement and for a period of twelve (12) months following its conclusion, each party agrees not to directly or indirectly solicit, recruit, or hire any employee, contractor, or key personnel of the other party who was involved in the engagement, without prior written consent.
This restriction does not apply to general, non-targeted public recruitment advertising.
These Terms and any agreement governed by them shall be construed and enforced in accordance with the laws of Romania, including but not limited to:
Any dispute arising out of or in connection with these Terms that cannot be resolved amicably within 30 days shall be submitted to the exclusive jurisdiction of the competent courts of Romania.
The parties first agree to attempt resolution through good-faith negotiation or, where agreed, mediation, before initiating court proceedings.
NDB Systems S.R.L. is registered for VAT purposes in Romania. Romanian VAT (TVA) at the applicable rate is applied to invoices issued to Romanian-based clients.
For clients established in other EU member states: services supplied by NDB Systems are subject to the reverse charge mechanism pursuant to Article 44 of Council Directive 2006/112/EC (as amended by Directive 2008/8/EC) and Art. 278 para. (2) of the Romanian Fiscal Code (Codul Fiscal, Legea nr. 227/2015). The recipient is liable for the VAT in their own member state. NDB Systems invoices will state "Reverse Charge - Article 44 Directive 2006/112/EC" where applicable.
For clients outside the EU, no Romanian VAT is applied, subject to the Client providing appropriate documentation of their non-EU establishment.
Clients are responsible for their own local tax compliance. NDB Systems accepts no liability for the Client's tax obligations.
NDB Systems may update these Terms at any time. The updated version will be published at ndbsystems.com/terms with a revised "Last updated" date. Amendments do not apply retroactively to engagements already in progress unless agreed in writing by both parties.
Continued engagement with NDB Systems following publication of updated Terms constitutes acceptance of the revised Terms for new work.
For any questions regarding these Terms, to request a Data Processing Agreement, or to raise any legal or compliance matter, please contact:
NDB Systems S.R.L.
Romania
Email: [email protected]