Terms and Conditions

2.1. Services: The Agency specializes in and provides the following professional digital services: Web Design & Development, E-commerce Solutions, AI Workflows & Optimizations, Branding & Identity, and UI/UX Design.

2.2. Formal Scope: All services, deliverables, timelines, and costs are defined in a separate, formal Statement of Work (SOW) or Service Agreement ("Contract"), which shall prevail over these general T&Cs in the event of a conflict.

3.1. Deposits: A non-refundable initial deposit of [Suggested 30% to 50%] of the total estimated project fee is required to secure the project start date and initiate work.

3.2. Invoicing & Milestones: The remaining project fee will be structured into milestone payments tied to project completion phases (e.g., design approval, development completion).

3.3. Payment Due Date: All invoices are payable within fourteen (14) calendar days of the invoice date.

3.4. Late Payment: The Agency reserves the right to charge interest on overdue amounts at a rate consistent with Romanian commercial law standards. Failure to pay within 30 days may result in the suspension of work and the immediate transfer of the matter to legal counsel or collections.

4.1. Material Provision: The Client must provide all necessary content, images, logins, and approvals in a timely manner. Delays caused by the Client will automatically adjust the project timeline.

4.2. Approval Process: The Client agrees to provide timely feedback and sign-offs (e.g., within 5 business days of submission). Lack of response after three (3) attempts may be considered final approval of the deliverable.

4.3. Warranties: The Client warrants that all materials provided to the Agency for use in the project are owned by the Client or that the Client has obtained all necessary licenses, permissions, and rights for their use, and that such materials do not infringe upon any third-party intellectual property rights.

5.1. Client Ownership: Upon the receipt of final payment for the project, all intellectual property rights for the final deliverables (e.g., website code, graphic files, finalized branding) created specifically for the Client under the SOW will transfer to the Client.

5.2. Agency Portfolio Rights: Notwithstanding Section 5.1, the Client grants Red Bear Studio SRL a perpetual, worldwide, non-exclusive license to display the completed work in its marketing, portfolio, and promotional materials.

5.3. Agency Tools: The Agency retains ownership of any pre-existing code, tools, methodologies, or non-Client-specific intellectual property used or developed during the provision of services.

6.1. Agency Warranty: The Agency warrants that its services will be performed in a professional manner consistent with prevailing industry standards.

6.2. Bug Fix Warranty: The Agency offers a thirty (30) day warranty period post-launch/handover during which it will correct any errors or bugs resulting directly from the Agency's work, at no additional cost. This does not cover issues arising from client-side modifications, third-party software updates, or hosting issues.

6.3. Disclaimer: The Agency provides no guarantee, express or implied, regarding specific business outcomes, sales performance, search engine rankings, or website traffic resulting from the services.

6.4. Limitation of Liability: In no event shall the Agency's liability to the Client for any claim arising from this Agreement exceed the total fees paid by the Client to the Agency for the specific project or SOW under which the claim arose.

7.1. Termination by Client: The Client may terminate this Agreement with written notice. The Client shall be responsible for payment of all work completed up to the date of termination, plus a Termination Fee (e.g., 10% of the remaining contract value) to cover administrative costs and schedule disruption.

7.2. Termination by Agency: The Agency may terminate this Agreement immediately if the Client commits a material breach (e.g., non-payment of invoice within 30 days, or repeated failure to provide necessary project materials).

8.1. Negotiation: The parties agree to first attempt to resolve any dispute or claim arising out of or relating to this Agreement through good-faith negotiation for a period of thirty (30) days.

8.2. Jurisdiction: If negotiation fails, all disputes shall be submitted to the competent courts of Romania for final resolution.