Terms & Conditions

These Terms and Conditions (the “Terms”) govern the use of this website and the professional services provided under the HAIORI brand by the company identified above (“HAIORI”, “the Provider”, “we”, “us”), to its business clients (“the Client”, “you”).

The Provider is a limited liability company (societate cu răspundere limitată) incorporated and operating under Romanian law. HAIORI is a trading brand of that company; all contractual rights and obligations described here belong to the company identified above.

By requesting a proposal, signing a statement of work, or otherwise instructing the Provider to begin work, the Client accepts these Terms. Where a signed contract or statement of work between the parties contains provisions that differ from these Terms, that signed document prevails for the engagement it covers.

1. Definitions

• Engagement — any provision of services by the Provider to the Client, whether under a framework agreement, a statement of work, or a written order confirmed by both parties.
• Statement of Work (SOW) — the document describing the scope, deliverables, timeline, team, acceptance criteria and fees of a specific Engagement.
• Deliverables — the source code, documentation, designs, reports, analyses and other materials produced by the Provider specifically for the Client under an Engagement.
• Pre-existing Materials — tooling, frameworks, libraries, templates, prompts, agent configurations, checklists, methods and know-how owned or licensed by the Provider before the Engagement, or developed by the Provider independently of it.
• Confidential Information — information of any kind disclosed by one party to the other in connection with an Engagement that is marked as confidential or that a reasonable professional would understand to be confidential.

2. Scope of services

The Provider offers professional technology services in three areas:

• Software development — definition, design, development, integration, modernisation, launch and maintenance of web platforms and business applications.
• Technical advisory and direction — project scoping, architecture review, technical assessment, fractional technical leadership, roadmap and delivery advice.
• Workflow improvement — automation, performance and cost optimisation and, where appropriate, the introduction of AI into specific operational tasks, including evaluation, integration and operating practices.

The precise scope, deliverables, assumptions, exclusions, timeline and fees of each Engagement are defined in the applicable Statement of Work. Nothing on this website constitutes an offer to contract, a fixed price, a guaranteed availability, or professional advice for a specific situation. Content published on this website is general information only.

Unless expressly agreed in writing, the Provider’s services are performed remotely, during Romanian business days, and constitute an obligation of means (obligație de mijloace) — the Provider undertakes to perform with the professional diligence, skill and care reasonably expected of an experienced technology studio.

3. Formation of an Engagement

An Engagement is formed when both parties sign a Statement of Work or a framework agreement, or when the Client confirms a written proposal by email and the Provider confirms acceptance. Estimates, indicative planning and budget ranges shared during discovery are not binding until captured in a signed Statement of Work.

Changes to an agreed scope are handled through a written change request. The Provider will state the impact on timeline and fees before implementing a change; work on the change begins only after the Client’s written approval.

4. Client responsibilities

The Client agrees to:

• provide timely, accurate and complete information, access, environments, credentials and approvals required for the Provider to perform;
• nominate a single point of contact empowered to make decisions and to accept deliverables;
• review deliverables and provide feedback or acceptance within the periods agreed in the Statement of Work;
• ensure that all data, content, systems and third-party materials it makes available to the Provider may lawfully be used for the purposes of the Engagement.

Delays caused by the Client, or by third parties under the Client’s control, extend the Provider’s deadlines accordingly and may result in re-planning costs where team capacity has been reserved.

5. Fees, invoicing and payment

Fees are set out in the Statement of Work and are quoted exclusive of value added tax and any other applicable taxes or duties, which are added where legally required. Fees may be structured as time and materials, as a monthly retainer, or as a fixed price for a defined scope.

Unless the Statement of Work provides otherwise:

• invoices are issued monthly in arrears for time and materials and retainers, and against agreed milestones for fixed-price work;
• invoices are payable within fifteen (15) calendar days of the invoice date, by bank transfer to the account indicated on the invoice;
• the Client bears its own bank charges;
• reasonable pre-approved expenses (travel, accommodation, third-party licences or services procured on the Client’s behalf) are re-invoiced at cost.

Late payment attracts penalty interest at the statutory rate applicable to commercial transactions between professionals under Romanian law (Law no. 72/2013), calculated from the due date until actual payment, without any further notice being required. If an invoice remains unpaid for more than thirty (30) calendar days, the Provider may suspend performance after giving five (5) business days’ written notice, without liability for the resulting delay.

Invoices must be disputed in writing, with reasons, within ten (10) calendar days of receipt; undisputed portions remain payable on the original due date.

6. Intellectual property

Deliverables. Subject to full payment of all amounts due under the relevant Engagement, the Provider assigns to the Client, for the maximum duration and territory permitted by law, the economic rights in the Deliverables created specifically for the Client under that Engagement. Until full payment is received, the Client receives only a revocable, non-transferable licence to use the Deliverables for internal evaluation.

Pre-existing Materials. The Provider retains all rights in its Pre-existing Materials and in any general skills, techniques, methods and know-how used or developed while performing an Engagement. Where Pre-existing Materials are embedded in a Deliverable, the Provider grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and sublicense them as part of that Deliverable, but not on a standalone basis.

Third-party and open-source components. Deliverables may incorporate third-party or open-source components licensed under their own terms. The Provider will identify material components on request; those components remain governed by their respective licences.

Client materials. The Client retains all rights in the data, content, trade marks and systems it provides. The Client grants the Provider a limited licence to use them solely to perform the Engagement.

Reference use. Unless the Client objects in writing, the Provider may mention the Client’s name and a factual, non-confidential description of the work performed in its portfolio and marketing materials.

7. Confidentiality

Each party will keep the other party’s Confidential Information secret, use it only for the purposes of the Engagement, and disclose it only to those of its personnel, subcontractors and advisers who need it and who are bound by equivalent confidentiality obligations.

These obligations do not apply to information that is or becomes public without breach of these Terms, that was lawfully known to the receiving party before disclosure, that is independently developed without use of the disclosing party’s Confidential Information, or whose disclosure is required by law, by a court, or by a competent authority — in which case the receiving party will, where lawful, give prior notice to the disclosing party.

Confidentiality obligations survive for five (5) years after the end of the Engagement, and indefinitely for trade secrets and personal data.

8. Data protection

Where the Provider processes personal data on behalf of the Client in the course of an Engagement, the parties will conclude a data processing agreement under Article 28 of the General Data Protection Regulation (Regulation (EU) 2016/679) before processing begins. Each party remains responsible for its own compliance with applicable data protection law.

The processing of personal data collected through this website — including contact enquiries and analytics — is described in our Privacy Policy and Cookie Policy.

9. Warranties and disclaimers

The Provider warrants that its services will be performed with professional skill and care, by suitably qualified personnel, and in accordance with the applicable Statement of Work. The Provider will re-perform, at no additional charge, any service that materially fails to meet this warranty, provided the Client notifies the defect in writing within thirty (30) calendar days of delivery or acceptance.

Except as expressly stated in these Terms or in a Statement of Work, and to the fullest extent permitted by law, all other warranties, conditions and representations — express or implied, statutory or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, uninterrupted or error-free operation, or achievement of any specific commercial, financial or operational outcome — are excluded.

Software is not warranted to be free of all defects. Where a Deliverable includes AI or machine-learning components, the Client acknowledges that such systems are probabilistic, that their outputs may be inaccurate or unsuitable for a given purpose, and that the Client remains responsible for human review and for the decisions it takes on the basis of those outputs.

This website is provided “as is”. The Provider does not warrant that it will be available without interruption or free of errors.

10. Limitation of liability

Neither party limits its liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct or gross negligence (dol sau culpă gravă), or for any other liability that cannot lawfully be limited.

Subject to the paragraph above, and to the fullest extent permitted by law:

• the Provider’s total aggregate liability arising out of or in connection with an Engagement, whether in contract, tort, or otherwise, is limited to the total fees actually paid by the Client to the Provider under that Engagement in the twelve (12) months preceding the event giving rise to the claim;
• the Provider is not liable for any indirect or consequential loss, nor for loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, loss of or corruption of data, or the cost of procuring substitute services, in each case however arising;
• the Provider is not liable for failures of, or damage caused by, third-party services, infrastructure, models or software not supplied by the Provider, nor for the Client’s own systems or operational decisions.

Claims must be brought within twelve (12) months of the date on which the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim.

11. Term, suspension and termination

An Engagement runs for the term stated in the Statement of Work. Where no term is stated, either party may terminate for convenience on thirty (30) calendar days’ written notice.

Either party may terminate an Engagement with immediate effect by written notice if the other party commits a material breach that is not remedied within fifteen (15) calendar days of written notice, or becomes insolvent, enters insolvency proceedings, or ceases to carry on business.

On termination, the Client pays for all services performed and expenses committed up to the effective date of termination. The Provider will hand over completed Deliverables for which payment has been received, together with a reasonable transition briefing. Clauses that by their nature are intended to survive termination — including intellectual property, confidentiality, liability, and governing law — remain in force.

12. Personnel, subcontractors and non-solicitation

The Provider decides how to staff an Engagement and may use subcontractors and associate specialists, remaining fully responsible for their work and for their compliance with these Terms.

During an Engagement and for twelve (12) months afterwards, neither party will directly solicit for employment or contracting any individual who was materially involved in the Engagement on behalf of the other party, without that party’s prior written consent. General public recruitment advertising not targeted at such individuals is not a breach of this clause.

13. Force majeure

Neither party is liable for a failure or delay in performing its obligations (other than payment obligations) caused by an event beyond its reasonable control, including natural disasters, armed conflict, acts of authorities, general strikes, epidemics, and large-scale failures of telecommunications, energy or cloud infrastructure. The affected party will notify the other without undue delay and will use reasonable efforts to mitigate. If the event lasts more than sixty (60) calendar days, either party may terminate the affected Engagement by written notice.

14. Use of this website

The Client and any visitor may view and print pages of this website for their own information. The content, layout, brand names, logos and images on this website are protected by intellectual property rights and may not be reproduced, distributed or used commercially without the Provider’s prior written consent.

Visitors must not attempt to gain unauthorised access to this website or its infrastructure, interfere with its normal operation, or use it to transmit unlawful or harmful content. Links to third-party websites are provided for convenience only; the Provider does not control and is not responsible for their content.

Newsletter. The Provider offers a free email newsletter (“notes”), which may also contain occasional information about the Provider’s services. Subscription is voluntary and based on consent; every newsletter email contains an unsubscribe option, and subscribers may withdraw at any time without giving a reason, with effect for the future. Newsletter content is general information only and does not constitute professional, technical or legal advice for any specific situation. The processing of subscriber data is described in the Privacy Policy.

15. Changes to these Terms

The Provider may update these Terms to reflect changes in its services, in applicable law, or in its business. The version published on this website at the date an Engagement is formed applies to that Engagement; later changes do not apply retroactively to signed Statements of Work. The date of the current version is shown at the top of this page.

16. Governing law and dispute resolution

These Terms and any Engagement are governed by Romanian law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

The parties will attempt to resolve any dispute amicably, through direct negotiation between their representatives, within thirty (30) calendar days of a written notice of dispute. Failing amicable resolution, the dispute falls within the exclusive jurisdiction of the competent Romanian courts at the Provider’s registered office.

The Provider’s services are addressed to businesses (see section 17). If, exceptionally, a client qualifies as a consumer under Romanian law, that client’s mandatory consumer rights are unaffected and the client may use the alternative dispute resolution procedure operated by the National Authority for Consumer Protection (ANPC), described at anpc.ro/ce-este-sal.

17. Business-to-business statement

The Provider’s services are offered exclusively to professionals — companies, authorised natural persons, public institutions and other organisations acting for purposes related to their commercial, industrial, craft or professional activity — within the meaning of Article 3 of the Romanian Civil Code. They are not offered to consumers, and consumer protection legislation (including Government Ordinance no. 21/1992 and Government Emergency Ordinance no. 34/2014) does not apply to Engagements formed under these Terms.

No distance contract for the supply of services to consumers is concluded through this website. The contact form on this website is a request for information only and does not create any contractual obligation for either party.

18. Contact

Questions about these Terms may be sent to hello@haiori.com, or by post to the registered address shown at the top of this page.