These terms govern any engagement between you ("Client") and Ernesto Motion SRL, a Romanian limited liability company trading as Devsolution* ("Studio", "we", "us"). By signing a statement of work ("SOW") or engaging us in writing, you accept these terms in full.
01The engagement
Each project is defined by a separate SOW signed by both parties. The SOW lists scope, fees, milestones and timeline. These Terms sit on top of every SOW; if a clause in an SOW conflicts with these Terms, the SOW wins for that project only.
We work in 14-week cycles by default. Anything outside the agreed scope is treated as a change request, scoped and quoted in writing before work begins.
02Fees and payment
- —Fees are stated in EUR, excluding VAT, and invoiced monthly unless the SOW says otherwise.
- —Standard payment term is 14 calendar days from invoice date.
- —Late payments accrue interest at the legal rate published by the National Bank of Romania, plus 2 percentage points per annum.
- —We reserve the right to pause work on overdue invoices after 14 days of non-payment, with written notice.
03Intellectual property
Once the final invoice for a project is settled, all bespoke deliverables produced under the SOW transfer to you under an exclusive, perpetual, worldwide licence — code, design, copy, brand assets — with the exceptions below.
- —Pre-existing tools, frameworks, snippets and design tokens we created before your engagement remain ours; you receive a perpetual, royalty-free licence to use them as part of your delivered product.
- —Open-source dependencies are licensed under their original licences; we list them on request.
- —We retain the right to display non-confidential excerpts of the work in our portfolio, case studies, and pitches, unless your SOW explicitly forbids it.
04Warranties and limits
We warrant that work will be performed with the care and skill of a senior software studio and will substantially conform to the SOW. We do not warrant that software will be error-free, uninterrupted, or fit for any purpose other than the one expressly stated in the SOW.
Our total aggregate liability under any project is capped at the fees paid by you under the SOW for the 6 months preceding the claim. We are not liable for indirect, consequential, or lost-profit damages.
05Confidentiality
Anything you share with us that is marked confidential, or that a reasonable person would treat as confidential, stays confidential. We protect it as we protect our own and only share it with team members who need it to do the work. Confidentiality survives termination indefinitely for trade secrets and for 5 years for everything else.
06Termination
- —Either side may terminate an SOW for convenience with 30 days' written notice. You pay for work performed up to the termination date plus any non-cancellable third-party costs.
- —Either side may terminate immediately for material breach not cured within 14 days of written notice.
- —On termination we hand over all completed deliverables and source files for which you have paid in full.
07Governing law
These Terms and any SOW are governed by Romanian law. Disputes that we cannot resolve in good faith are submitted to the competent courts of Bucharest, Romania.
08Contact
Ernesto Motion SRL · Strada Polonă 68, Bucharest 010494, Romania · CUI RO00000000 · J40/0000/2024 · admin@devsolution.ro