Terms of Service

1. Acceptance of Terms

By accessing and using the services provided by Cogito Technologies Srl ("QuartzDevs," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not use our services.

These Terms apply to all users of our services, including clients, visitors to our website, and anyone who accesses or uses our software development and engineering team services.

2. Services Description

QuartzDevs provides software development services, including but not limited to:

• Custom software development and engineering services
• Dedicated engineering team services
• Frontend, backend, and full-stack development
• Application development (web, mobile, desktop)
• Software consulting and technical advisory
• Maintenance and support services

The specific services to be provided will be detailed in separate service agreements, statements of work, or project proposals ("Service Agreements") that will be executed between QuartzDevs and the client.

3. Service Agreements

All services are subject to a separate Service Agreement that will specify:

• Scope of work and deliverables
• Timeline and milestones
• Pricing and payment terms
• Intellectual property rights
• Confidentiality obligations
• Warranties and limitations

In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail to the extent of the conflict.

4. Client Obligations

Clients agree to:

• Provide accurate, complete, and timely information necessary for the performance of services
• Cooperate with QuartzDevs and provide reasonable access to personnel, systems, and resources
• Make timely payments as specified in the Service Agreement
• Comply with all applicable laws and regulations regarding the use of our services
• Not use our services for any illegal or unauthorized purpose
• Maintain the confidentiality of any proprietary information shared by QuartzDevs

5. Payment Terms

Payment terms will be specified in each Service Agreement. Unless otherwise agreed:

• Invoices are due within the payment period specified in the Service Agreement (typically 15-30 days)
• Late payments may incur interest charges at the rate specified in the Service Agreement or as permitted by law
• QuartzDevs reserves the right to suspend or terminate services for non-payment
• All fees are non-refundable unless otherwise specified in the Service Agreement
• Clients are responsible for any taxes, duties, or fees applicable to the services

6. Intellectual Property Rights

Unless otherwise specified in a Service Agreement:

• Client-Owned Work Product: Upon full payment, all custom-developed software, code, and deliverables created specifically for the client will be owned by the client, subject to any third-party licenses or pre-existing QuartzDevs intellectual property
• QuartzDevs Intellectual Property:QuartzDevs retains all rights to its pre-existing intellectual property, methodologies, tools, frameworks, and general know-how
• Third-Party Components: Software may include third-party components subject to their respective licenses, which clients must comply with
• License to Use: QuartzDevs grants clients a license to use any QuartzDevs-owned intellectual property incorporated into deliverables as necessary for the client's use of the deliverables

7. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the course of providing services. This includes:

• Business plans, strategies, and financial information
• Technical specifications, code, and algorithms
• Customer lists and marketing information
• Any information marked as confidential

Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

8. Warranties and Disclaimers

QuartzDevs warrants that:

• Services will be performed in a professional and workmanlike manner
• Services will conform to the specifications in the Service Agreement
• We have the right and authority to provide the services

EXCEPT AS EXPRESSLY PROVIDED HEREIN, QUARTZDEVS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

QuartzDevs does not guarantee that services will be uninterrupted, error-free, or completely secure. Software is provided "as is" subject to the warranties specified in the Service Agreement.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• QuartzDevs' total liability for any claims arising from or related to these Terms or our services shall not exceed the total fees paid by the client to QuartzDevs in the twelve (12) months preceding the claim
• QuartzDevs shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, data loss, or business interruption
• These limitations apply regardless of the legal theory (contract, tort, negligence, or otherwise) and even if QuartzDevs has been advised of the possibility of such damages

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

10. Indemnification

Clients agree to indemnify, defend, and hold harmless QuartzDevs, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Client's use or misuse of the services or deliverables
• Client's violation of these Terms or any Service Agreement
• Client's violation of any third-party rights, including intellectual property rights
• Any content, data, or materials provided by the client that infringe on third-party rights

11. Termination

Either party may terminate a Service Agreement:

• For material breach by the other party, if such breach is not cured within thirty (30) days of written notice
• Immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or ceases to conduct business
• As otherwise specified in the Service Agreement

Upon termination:

• All outstanding fees and expenses become immediately due and payable
• Each party shall return or destroy confidential information of the other party
• Provisions that by their nature should survive termination (including payment obligations, confidentiality, and limitations of liability) shall survive

12. Data Protection and Privacy

QuartzDevs processes personal data in accordance with our Privacy Policy and applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable.

When processing personal data on behalf of clients, QuartzDevs acts as a data processor and will process data only as instructed by the client and in accordance with applicable data protection laws. Clients are responsible for ensuring they have the necessary legal basis and consents for QuartzDevs to process such data.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms or a Service Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, pandemics, government actions, or failures of third-party services or infrastructure.

14. Dispute Resolution

In the event of any dispute arising from or relating to these Terms or our services:

• The parties shall first attempt to resolve the dispute through good faith negotiations
• If negotiations fail, disputes shall be resolved through binding arbitration in accordance with the rules of the Romanian Chamber of Commerce and Industry Arbitration Court, unless otherwise specified in the Service Agreement
• The arbitration shall be conducted in Oradea, Romania, in the English language
• Notwithstanding the above, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information

15. Governing Law

These Terms and any Service Agreements shall be governed by and construed in accordance with the laws of Romania, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts of Oradea, Romania.

16. General Provisions

Entire Agreement: These Terms, together with any Service Agreements, constitute the entire agreement between the parties regarding the subject matter herein.

Modifications: QuartzDevs reserves the right to modify these Terms at any time. Material changes will be notified to clients. Continued use of services after such notification constitutes acceptance of the modified Terms.

Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of such provision.

Assignment: Clients may not assign or transfer their rights or obligations under these Terms without QuartzDevs' prior written consent. QuartzDevs may assign these Terms in connection with a merger, acquisition, or sale of assets.

17. Contact Information

If you have any questions about these Terms of Service, please contact us: