These Terms and Conditions, published by S.C. OpsME.ai S.R.L., a company incorporated and registered in Romania with CUI 46602250 and registered address at 25 Argentina Street, Bucharest, Romania ("Supplier") govern the use of and access to our Services and Digital Products by you ("Customer") and together with the Order Form shall hereafter be referred to as the "Agreement". Each of the Customer and the Supplier shall be a "Party" and together the "Parties".
By purchasing, accessing, or using the Services or Digital Products, the Customer acknowledges that Customer has read and understood the terms of the Agreement and agrees to be bound by its terms and conditions. The following terms and conditions shall govern the provision and use of the Services and Digital Products. The Services and Digital Products are intended for business use only.
In addition to any terms defined in the Order Form, the following definitions and rules of interpretation apply to this Agreement:
"AI Agent" means any artificial intelligence software application developed or configured by the Supplier for provision of operational solutions to the Customer.
"API" means any application programming interface(s) developed, configured, or integrated by the Supplier for provision of the Services to the Customer.
"Authorized Users" means those employees and independent contractors of the Customer who are authorized by the Customer to receive the Services under this Agreement.
"Business Day" means a day other than a Saturday, Sunday, or public holiday in Romania when banks in Bucharest are open for business.
"Confidential Information" means all confidential or proprietary information (however recorded or preserved) disclosed by one party or its employees, officers, subcontractors, representatives or advisers (together "Representatives") to the other party and the other party's Representatives, including the terms of this Agreement, the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, products, services, data, know-how, or trade secrets of the disclosing party, including anything specified as being Confidential Information in clause 11.4.
"Customer Data" means any commercial or proprietary data which is uploaded or otherwise submitted to the Services directly by the Customer, its Authorized Users, or by the Supplier on the Customer's behalf.
"Data Processing Addendum" means the Supplier's Data Processing Addendum available at www.opsme.ai/dpa.
"Data Protection Legislation" means Regulation (EU) 2016/679 (General Data Protection Regulation) and Romanian Law 190/2018 on implementing measures for the application of the General Data Protection Regulation. The terms "Personal Data", "Process", "Processor", "Controller", "Data Subject Request", "Standard Contractual Clauses", "Supervisory Authority", "personal data breach", "technical and organizational measures" and "Sub-processor" shall have the meanings ascribed to them in the Data Protection Legislation.
"Deliverable" means any work product, system, process, automation, AI Agent, API integration, or other tangible output created by the Supplier specifically for the Customer under this Agreement.
"Digital Product" means pre-built templates, automation workflows, standard operating procedures, sales funnels, or other standardized digital assets provided by the Supplier.
"Documentation" means those printed or online instructions, manuals, guides, and materials distributed or otherwise provided by the Supplier that pertain to the Services.
"Effective Date" means, unless otherwise specified in the Order Form, the date at which this Agreement has been executed by both parties or Customer has been provided with access to the Services.
"Fees" means the fees (if any) payable in consideration of the provision of the Services as specified in the Order Form.
"Force Majeure Event" has the meaning set out in clause 17.3.
"Insolvency Event" means, with respect to a Party, (a) entering into a composition or arrangement with its creditors other than for the sole purpose of a solvent reconstruction; (b) an inability to pay its debts as they become due; (c) a person becoming entitled to appoint or appointing a receiver or an administrative receiver over that Party's assets; (d) a creditor or encumbrancer attaches or takes possession of the whole or any part of that Party's assets which is not discharged within 14 days; or (e) any event occurs, or proceeding is taken, in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in (a) to (d) above.
"Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring and related rights, trade marks, goodwill and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Normal Business Hours" means 9.00 am to 5.00 pm local Romania time during a Business Day.
"Order Form" means the form agreed between the Parties setting out the details of the Services being contracted for by the Customer and governed by these Terms and Conditions.
"Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time by Supplier, and which may include payment via third party payment processors such as Stripe or other gateway providers.
"Professional Services" means consulting, fractional COO services, operational assessment, system design, automation development, AI operations, AI implementation, API integrations, and other professional services provided by Supplier for Customer's business operations.
"Services" means the provision by the Supplier of Professional Services, Digital Products, and any related support services to be provided under this Agreement.
"Term" means the duration of this Agreement from the Effective Date until termination in accordance with these terms.
"Third Party Data" means data, information, works, and materials made available to the Customer by a third party provider which is accessible through or incorporated into the Services.
"Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, network, data, or the user experience, including worms, Trojan horses, viruses and other similar things or devices.
In this Agreement: (a) clause headings shall not affect the interpretation of this Agreement; (b) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; (c) a reference to writing or written includes e-mail; (d) references to clauses are to the clauses of this Agreement; (e) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1 Subject to Customer's payment of the Fees and compliance with the terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable right to permit the Authorized Users to receive and use the Services and Digital Products during the Term.
2.2 The Customer shall not, and shall procure that the Authorized Users shall not, access, store, distribute or transmit any Viruses or any material during its use of the Services or Digital Products that is unlawful, harmful, infringing, offensive, discriminatory, or which facilitates illegal activity. The Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to suspend the Customer's and Authorized Users' access to any Services or Digital Products that breach the provisions of this clause 2.2.
2.3 The Customer shall not, and shall not attempt to, copy, modify, duplicate, create derivative works from, reverse engineer, or distribute any portion of the Services, Documentation, or Deliverables except as expressly permitted under this Agreement.
2.4 The Customer shall not, and shall not attempt to: (a) access the Services in order to build a competing product or service; (b) make the Services available to any third party except to Authorized Users; or (c) attempt to obtain, or assist any third party in obtaining, access to the Services, other than as provided under this clause 2.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.
3.1 The Customer acknowledges that Third Party Data may be accessible through the Services and shall be responsible for obtaining any and all permissions, permits, licences, and other requirements for access to such Third Party Data. The Supplier undertakes no obligation or responsibility, and excludes all liability, under or in connection with this Agreement in relation to any Third Party Data or the acts or omissions of third party providers.
3.2 The Customer's access to and use of Third Party Data shall be governed by this Agreement and the terms (if any) published by the relevant third party provider.
3.3 Nothing in this Agreement removes the need for the Customer to acquire at its cost the necessary rights to use Third Party Data.
4.1 Subject to the payment of the Fees when due, the Supplier shall provide the Services to the Customer on and subject to the terms and conditions of this Agreement using reasonable care and skill in accordance with professional standards.
4.2 The Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free, or that the Services and/or the information or results obtained by the Customer through its use of the Services will meet the Customer's specific requirements or business objectives.
4.3 The Supplier may process the Customer's personal data in the performance of its obligations under this Agreement. Any such processing will be carried out in accordance with the Data Processing Addendum and applicable Data Protection Legislation.
4.4 This Agreement shall not prevent Supplier from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing services which are similar to those provided under this Agreement.
5.1 The Customer shall cooperate with the Supplier in all respects in relation to this Agreement, including granting to the Supplier all necessary access to information, personnel, systems, and Customer Data as may be required by the Supplier to fulfil its obligations under this Agreement.
5.2 The Customer shall be responsible for ensuring that all Authorized Users' use of the Services is strictly in accordance with the terms and conditions of this Agreement. The Customer shall be responsible for any Authorized User's breach of this Agreement.
5.3 The Customer shall be solely responsible for procuring and maintaining all network connections, systems, and infrastructure required to access and use the Services.
5.4 The Customer shall comply with all applicable laws and regulations in the exercise of its rights and the performance of its obligations pursuant to this Agreement.
5.5 The Customer acknowledges that the effectiveness of the Services depends significantly on the Customer's implementation of recommendations, quality of provided information, and commitment to operational changes.
6.1 The Supplier may suspend access to or use of the Services or Digital Products by the Customer and any or all of the Authorized Users if the Supplier determines or reasonably suspects that use of the Services or Digital Products:
6.1.1 is in breach of this Agreement;
6.1.2 poses a security risk to the Supplier or other parties;
6.1.3 is adversely impacting the Services or any service provided by the Supplier to a third party;
6.1.4 where there is a reasonable risk that the Customer may default in the payment of the Fees,
and the Supplier shall use its reasonable endeavours to notify the Customer as soon as reasonably practicable. Access shall only be reinstated once the Supplier is reasonably satisfied that the suspension events have been resolved.
6.2 Where the Supplier suspends access under clause 6.1, the Customer remains responsible for all Fees.
7.1 The Customer shall own all right, title and interest in and to all Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.
7.2 The Customer warrants and represents that it has the authority, including all necessary rights, licences, and permissions, to provide Customer Data to the Supplier and to permit the Supplier to use Customer Data in accordance with this Agreement.
7.3 The Customer hereby grants to the Supplier a worldwide, non-exclusive, royalty free licence during the Term to use Customer Data for the purpose of providing the Services.
7.4 The Customer acknowledges that the Supplier may use Customer Data to develop anonymized, aggregated insights to improve service delivery and develop new offerings, provided that such use does not identify or enable identification of the Customer or any individual.
7.5 All Deliverables created specifically for Customer under this Agreement shall be owned by Customer upon full payment of applicable Fees, subject to the Supplier's retention of Background IP as defined in clause 10.2.
7.6 The Customer shall indemnify and hold harmless the Supplier from and against all losses, damages, liabilities and claims, arising from or in relation to any third party claim that the use of Customer Data in accordance with this Agreement infringes or misappropriates any third party Intellectual Property Rights or breaches Data Protection Legislation.
8.1 The Fees shall be as specified in the Order Form and shall be payable in accordance with the payment terms set out therein.
8.2 Unless otherwise specified in the Order Form, Fees are payable: 8.2.1 For project-based Services: 50% upon execution of the Order Form and 50% upon delivery of Deliverables; 8.2.2 For ongoing Services: monthly in advance on the first Business Day of each month; 8.2.3 For Digital Products: in full upon purchase.
8.3 If the Supplier has not received payment by the due date, and without prejudice to any other rights and remedies of the Supplier, the Supplier may, without liability: (i) suspend the Customer's access to Services until payment is made in full; and/or (ii) charge interest on overdue amounts at an annual rate of 5% above the National Bank of Romania's base rate.
8.4 Fees are payable in EUR for EU customers and USD for other international customers. Fees are non-cancellable and non-refundable except as expressly provided in this Agreement.
8.5 All Fees are exclusive of applicable taxes, duties, and governmental charges, which shall be the Customer's sole responsibility. For EU business customers, VAT may be applied in accordance with applicable reverse charge procedures.
8.6 The Customer must provide one or more Payment Methods which the Customer authorizes the Supplier to charge in accordance with this Agreement. The Supplier may refuse to provide Services or Digital Products if any payment is not successfully settled due to expiration, insufficient funds or otherwise. For some Payment Methods, the issuer or payment processor may charge fees such as foreign transaction fees or processing charges, which shall be due and payable by the Customer. Customer may be required to accept the terms and conditions of payment processors (such as Stripe) or issuers of Payment Methods.
8.7 The Supplier may increase Fees annually with 60 days' prior written notice, provided such increases do not exceed 10% per year or the applicable inflation rate, whichever is greater.
9.1 All Intellectual Property Rights in the Services, Documentation, and any pre-existing materials used in service delivery ("Background IP") shall belong to and remain vested in the Supplier. Except for the licence granted to the Customer in clause 2.1, nothing in this Agreement grants to the Customer any rights to or in any Intellectual Property Rights in the Background IP.
9.2 All Deliverables created specifically for Customer shall be owned by Customer upon full payment of applicable Fees, provided that the Supplier retains all rights in Background IP incorporated into such Deliverables and grants Customer a perpetual, non-exclusive licence to use such Background IP solely in connection with the Deliverables.
9.3 Digital Products are licensed, not sold. Customer receives a non-exclusive, non-transferable license to use Digital Products for internal business purposes only.
9.4 The Supplier shall defend the Customer against any third party claim that the use of the Services in accordance with this Agreement infringes any third party Intellectual Property Right and shall indemnify Customer against any amounts awarded in judgment or settlement of such claims, provided that: (i) the Supplier is given prompt notice of such claim; (ii) the Customer provides reasonable cooperation in the defense; (iii) the Supplier has sole authority to defend or settle; and (iv) the Customer makes no admission of liability.
9.5 The Supplier shall not have any liability for infringement claims based on: (i) modification of the Services by anyone other than the Supplier; (ii) use of the Services otherwise than in accordance with this Agreement; (iii) use after notice of infringement; or (iv) combination with non-Supplier products where infringement would not have occurred without such combination.
10.1 Each Party agrees to keep confidential and not use for any purpose other than the performance of its obligations under this Agreement, all Confidential Information of the other Party.
10.2 Each Party will only disclose Confidential Information to personnel who need to know it and shall ensure such personnel comply with confidentiality obligations equivalent to those in this Agreement.
10.3 The obligations in clauses 10.1 and 10.2 shall not apply to information that: (i) is or becomes generally available in the public domain other than through breach of this clause; (ii) is lawfully known to the recipient prior to disclosure; (iii) is lawfully acquired from an independent third party; or (iv) is independently developed without reference to Confidential Information.
10.4 The Customer acknowledges that the Services, methodologies, and operational frameworks used by the Supplier constitute the Supplier's Confidential Information.
10.5 The provisions of this clause 10 shall survive termination of this Agreement for a period of 5 years.
11.1 This clause 11 sets out the entire financial liability of the Supplier to the Customer arising under or in connection with this Agreement.
11.2 Except as expressly provided in this Agreement, the Customer assumes sole responsibility for results obtained through use of the Services. The Supplier shall have no liability for any damage caused by errors or omissions in information provided by Customer or actions taken at the Customer's direction.
11.3 Except as expressly provided in this Agreement, all warranties, representations, conditions, and terms are excluded to the fullest extent permitted by applicable law. The Services are provided on an "as is" basis.
11.4 Nothing in this Agreement excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or for any liabilities that cannot be excluded under applicable law.
11.5 Subject to clause 11.4, the Supplier shall not be liable for any consequential, indirect, special, incidental, or punitive damages, including loss of profit, loss of business, loss of data, or business interruption, whether foreseeable or not.
11.6 Subject to clause 11.4, the Supplier's entire liability to the Customer shall be limited to the greater of: (i) the total Fees paid by the Customer during the twelve (12) months immediately preceding the claim; and (ii) EUR 25,000.
12.1 Neither Party shall be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including natural disasters, pandemics, government actions, cyberattacks, infrastructure failures, or other Force Majeure Events.
12.2 The affected party shall promptly notify the other and use reasonable efforts to minimize the impact of any Force Majeure Event.
12.3 If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate this Agreement with 30 days' written notice.
13.1 This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this clause 13.
13.2 Either party may terminate this Agreement: 13.2.1 For convenience with 30 days' written notice (except for project-based Services which cannot be terminated without cause once commenced); 13.2.2 Immediately if the other party materially breaches this Agreement and fails to remedy such breach within 15 Business Days of notice; 13.2.3 Immediately if the other party suffers an Insolvency Event.
13.3 On termination: (a) all licences granted under this Agreement shall immediately terminate; (b) all outstanding Fees shall become immediately due; (c) each party shall return Confidential Information; (d) the Supplier shall provide reasonable transition assistance for up to 30 days; and (e) Customer Data shall be returned or destroyed as directed by Customer within 90 days.
14.1 Where the Supplier processes Personal Data in connection with the Services, the parties shall execute the Data Processing Addendum, which forms part of this Agreement.
14.2 For international data transfers outside the EEA, the Supplier shall implement appropriate safeguards, including Standard Contractual Clauses where required by applicable law.
14.3 The Customer has the right to request access, rectification, erasure, or portability of Personal Data processed in connection with the Services, subject to applicable legal requirements.
15.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements relating to its subject matter.
15.2 Assignment. The Customer shall not assign this Agreement without the Supplier's prior written consent. The Supplier may assign this Agreement to affiliates or in connection with a merger or sale of business.
15.3 Amendment. No variation of this Agreement shall be effective unless in writing and signed by both parties.
15.4 Notices. Notices must be in writing and delivered by email with delivery confirmation or registered post to the addresses specified in the Order Form.
15.5 Governing Law and Jurisdiction. This Agreement is governed by Romanian law. Any disputes shall be resolved through the dispute resolution mechanism in clause 16.
15.6 Severability. If any provision is found invalid, the remainder of this Agreement shall continue in full force.
16.1 Any dispute arising from this Agreement shall first be addressed through good faith negotiations between senior representatives for 30 days.
16.2 If not resolved through negotiation, disputes shall be submitted to mediation under the Rules of the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania.
16.3 Disputes not resolved through mediation shall be finally settled by arbitration under the Rules of the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania. The arbitration shall be conducted in Bucharest, Romania, in English, with one arbitrator for disputes under EUR 50,000 and three arbitrators for larger disputes.
16.4 This clause 16 shall not prevent either party from seeking urgent interim relief from competent courts.
Last updated: September 1, 2025
Contact Information: S.C. OpsME.ai S.R.L.
Email: legal@opsme.ai
Website: www.opsme.ai