Terms and Conditions for Engineering Services

1. Scope

These Terms and Conditions govern the provision of engineering services by Goya Systec SRL ("Goya Systec") to its clients ("Client"). Any deviating terms require written confirmation by Goya Systec.

2. Offer and Contract Formation

All offers are non-binding until explicitly accepted by both parties in writing. A project begins only upon written confirmation and agreement on scope, budget, and timeline.

3. Confidentiality

Both parties commit to treating all technical, business, and project-related information exchanged as confidential. This obligation remains valid for 3 years after project completion.

4. Intellectual Property

Unless otherwise agreed, the intellectual property developed within the project remains with the Client upon full payment. Goya Systec retains the right to use generalized know-how for internal purposes.

This does not include any pre-existing intellectual property, libraries, components, or reusable design elements owned by Goya Systec prior to the project or developed independently. Such elements remain the property of Goya Systec but may be licensed to the Client if required for project use.

5. Indemnification

The Client agrees to indemnify and hold harmless Goya Systec from any claims, damages, liabilities, or costs (including legal fees) arising from the Client’s inputs, instructions, or misuse of deliverables.

6. Non-Solicitation

The Client agrees not to solicit or employ any employee or subcontractor of Goya Systec involved in the project, for a period of 12 months after completion, without prior written consent.

7. Liability

Goya Systec is liable only for gross negligence and intent. Liability for indirect damages, loss of profit, or third-party claims is excluded. Maximum liability is limited to the value of the agreed project budget.

8. Milestones and Payment

Project payments are due in agreed milestones or monthly intervals. Delays not caused by Goya Systec entitle Goya Systec to adjust the delivery plan and invoice actual work performed.

9. Governing Law and Jurisdiction

This agreement is governed by Romanian law. Place of jurisdiction is Iași, Romania.

10. Severability Clause

If any provision is found invalid, the remaining provisions remain unaffected. Invalid provisions shall be replaced by valid ones that best approximate the economic intent.