Terms of Service

Core Services:

• • Custom software development (client-oriented solutions)
• • IT consulting and technology advisory
• • Web application and portal development
• • Data processing and administration
• • Software maintenance and support
• • IT infrastructure management

Additional Services:

• • Technology integration
• • System optimization
• • Technical documentation
• • Training and knowledge transfer

Initial Consultation:

We begin with understanding your requirements and proposing solutions tailored to your needs.

Proposal and Agreement:

We provide detailed proposals including scope, timeline, and costs. Work begins upon written agreement.

Development Process:

We follow industry-standard methodologies with regular updates and client feedback integration.

Delivery and Support:

Upon completion, we deliver the solution with documentation and agreed-upon support.

Client Materials:

You retain ownership of all materials you provide to us. You grant us a license to use these materials solely for providing our services.

Deliverables:

These Terms govern services we provide to clients. Our own software products — including Fluxly, Imperecta, Senvela and ShadowTalk — are made available under their own end-user, subscription or licence terms, which prevail over these Terms for those products. Nothing in this Section transfers ownership of our products or of software we make available free of charge.

Unless otherwise agreed in writing:

• • Custom software developed specifically for you becomes your property upon full payment
• • We retain rights to general methodologies, tools, and know-how
• • Open-source components remain under their respective licenses

Company IP:

Our pre-existing intellectual property, frameworks, and general solutions remain our property. We grant you a license to use them as part of the delivered solution.

Pricing:

Service fees are specified in individual project agreements or proposals.

Payment Schedule:

Standard terms include:

• • Initial deposit upon agreement signing
• • Milestone payments as per project schedule
• • Final payment upon delivery

Late Payments:

Overdue amounts may incur interest at 1.5% per month. We reserve the right to suspend services for overdue accounts.

Expenses:

Additional expenses (travel, third-party licenses) will be billed separately with prior approval.

Confidential Information includes:

Business plans, technical data, customer information, and proprietary methods.

Obligations:

Each party will:

• • Protect confidential information with reasonable care
• • Use it only for agreed purposes
• • Not disclose to third parties without consent

Exceptions:

Publicly known information, independently developed information, or legally required disclosures.

Our Warranties:

• • Services will be performed professionally and competently
• • Deliverables will substantially conform to agreed specifications
• • We have the right to provide the services

Warranty Period:

90 days from delivery for bug fixes in custom software.

Disclaimers:

• • Services provided "as is" beyond express warranties
• • No guarantee of uninterrupted or error-free operation
• • No warranty for third-party components beyond their original terms

Liability Cap:

Our total liability for any claim shall not exceed the fees paid for the specific service causing the claim.

Exclusions:

Neither party liable for indirect, incidental, or consequential damages, including lost profits or data loss.

Exceptions:

Limitations don't apply to breaches of confidentiality, intellectual property violations, or gross negligence.

Termination Rights:

Either party may terminate:

• • For convenience with 30 days written notice
• • Immediately for material breach after 15 days cure notice
• • Immediately for insolvency or legal proceedings

Effects of Termination:

• • Client pays for work completed
• • Return of confidential materials
• • Survival of confidentiality and IP provisions

Good faith resolution:

The parties will first try to resolve any dispute by negotiation within 30 days of a written notice.

Arbitration:

Any dispute not so resolved shall be finally settled by arbitration under the Rules of the International Commercial Arbitration Court attached to the Chamber of Commerce and Industry of the Republic of Moldova (CACI), by a sole arbitrator, with the seat of arbitration in Chișinău and English as the language of arbitration; documents in Romanian may be submitted without translation. Either party may seek interim relief from a competent court, and DeLion may bring claims for unpaid invoices before the courts of Chișinău. If you are a consumer, the mandatory consumer-protection rules of your country of residence are not affected.

Governing Law:

These Terms are governed by the laws of the Republic of Moldova.

Entire Agreement:

These Terms and project agreements constitute the complete agreement.

Amendments:

Changes must be in writing and signed by both parties.

Severability:

Invalid provisions will be modified to achieve intended purpose.

Force Majeure:

Neither party liable for delays due to circumstances beyond reasonable control.

Assignment:

Client may not assign rights without our written consent.