B2B Commercial Terms

1. Parties

Provider: MEDIA DESIGN S.R.L., VAT id: RO22252840, Trade Register no.: J31/624/2007, Registered office: Str. Lt. Col. Pretorian Nr. 3, Bl. N116, Sc. A, Ap. 7, Zalău, Sălaj county, postal code 450131, Romania, Phone: +40 744 933 131, Email: contact@mediadesignro.ro.

Client: the legal entity (company, sole trader, NGO, public authority) ordering MediaDesign services. These Commercial Terms apply exclusively to B2B relationships between legal entities. Natural persons acting as consumers benefit from additional protection under the General Terms and Conditions and the Return Policy.

2. Subject matter

These Terms govern the provision of MediaDesign services, including but not limited to:

• Web Design and UX (digital visual identity, wireframing, prototyping, UI design);
• Web development (presentation sites, e-commerce, web applications, API integrations);
• SEO and AEO (search engine and AI answer engine optimisation);
• Digital marketing (Google Ads, Meta Ads, LinkedIn Ads, email marketing campaigns);
• Social Media Management (strategy, content creation, publishing, reporting);
• Maintenance and hosting (updates, monitoring, technical support, backup);
• Digital strategy consultancy.

Specific content, scope, timelines and fees are established in the Proposal / Quote accepted by the Client and/or in an individual Contract signed by both parties.

3. Standard work process (8 stages)

1. Brief — The Client submits project requirements (written brief, questionnaire or meeting).
2. Discovery — MediaDesign analyses requirements, audience, competition and strategic objectives.
3. Proposal — MediaDesign submits the technical and commercial proposal (quote, estimate, timeline).
4. Design — Creation of mockups / prototypes; the Client approves the design before implementation.
5. Development — Technical implementation based on the approved design.
6. QA — Functional testing, cross-browser / cross-device compatibility, performance.
7. Delivery — Handover of deliverables; written or tacit acceptance by the Client.
8. Maintenance — Post-delivery support per the selected package (if contracted).

4. SLA (Service Level Agreement)

Service levels applicable to MediaDesign projects and maintenance subscriptions:

• P1 — Critical: site completely unavailable or major security vulnerability. Response within 4 business hours; resolution within 24 hours.
• P2 — Major: key functionality affected (contact form, main pages unavailable). Response within 24 business hours; resolution within 72 hours.
• P3 — Minor: incorrect display, minor content errors. Response within 72 business hours; resolution within 10 business days.

Guaranteed availability: 99.5% monthly for hosting/maintenance services (excluding planned maintenance announced 48 hours in advance). MediaDesign business hours: Monday–Friday 09:00–18:00 (EET/EEST).

5. Communication and reporting

Official communication takes place via email and the client portal. MediaDesign delivers a monthly activity report within the first 5 business days of the following month, including: activities performed, key metrics, recommendations and planned actions. The Client shall designate a responsible contact person for approvals and feedback.

6. Change Requests

Any modification to the initially agreed specifications constitutes a Change Request and follows this procedure:

1. The Client submits the request in writing (email / portal).
2. MediaDesign evaluates the impact within 5 business days and submits an additional effort and cost estimate.
3. The modification becomes part of the project upon signing an addendum or written acceptance of the estimate by the Client.
4. If the modification cost exceeds 10% of the initial contract value, MediaDesign will request a 50% advance on the additional cost before implementation.

7. Pricing and payment

7.1 Pricing structures

• Fixed-price projects: 50% advance upon contract signing / quote acceptance + 50% upon final delivery.
• Monthly retainers: invoice issued on the first day of the month, due within 15 days.
• T&M (time & materials): bi-monthly invoicing (on the 15th and last day of the month), due within 14 days.

7.2 Late payment penalties

Under Romanian Law 72/2013 on combating late payment in commercial transactions, late payment penalties are 0.1% per day of the outstanding amount, calculated from the due date. MediaDesign may suspend service delivery after 15 calendar days from the due date, without the obligation of additional notice.

7.3 Accepted payment methods

Bank transfer (RON or EUR), bank card, cheque, promissory note. Cash is not accepted for amounts exceeding the equivalent of RON 5,000 per transaction, under Romanian Law 70/2015 on limiting cash transactions.

8. Intellectual property rights

• Project deliverables: upon full payment of the contracted price, MediaDesign grants the Client a perpetual, non-exclusive and non-transferable licence to use the project deliverables (design, project-specific source code) for the Client's business purposes.
• MediaDesign's own frameworks and tooling: remain the exclusive property of MediaDesign; the Client obtains an operational use right, not ownership or redistribution rights.
• Open-source components: licensed under their individual licences (MIT, GPL, etc.), identified in the deliverables.
• Client materials (logo, texts, images, databases) remain the Client's property; the Client warrants that they hold all necessary rights and that their use by MediaDesign does not infringe third-party rights.

9. Confidentiality

Both parties undertake to maintain the confidentiality of information designated as confidential or that is confidential by its nature (financial data, business strategies, personal data, access credentials). The confidentiality obligation remains in force for 5 years from the date of the last service delivery, regardless of the reason for termination. The processing of personal data within the contractual relationship is governed by a separate Data Processing Agreement (DPA).

10. Warranty

MediaDesign provides a warranty period of 30 calendar days from the final delivery accepted by the Client, during which conformance defects against the agreed specifications are remedied free of charge. The warranty does not cover:

• modifications made by the Client or third parties to the deliverables;
• incompatibilities caused by updates to third-party platforms / systems (WordPress, plugins, OS, browsers) that appear after delivery;
• functionalities not specified in the proposal / contract.

11. Limitation of liability

MediaDesign's total liability to the Client, regardless of the nature of the claim, shall not exceed the value of services invoiced and paid in the 12 months preceding the event giving rise to the damage. MediaDesign shall not be liable for:

• loss of profit, revenue, data, reputation or indirect, incidental or consequential damages;
• specific marketing results (SEO positions, lead volume, conversion rate) that depend on external factors;
• unavailability of third-party platforms (Google, Meta, hosting, DNS, payment processors);
• algorithmic changes by search engines or social networks that affect organic or paid performance.

12. Force majeure

Neither party is liable for non-performance of obligations caused by force majeure events (earthquakes, floods, armed conflicts, pandemics, national-scale cyberattacks, legal restrictions imposed by authorities). The affected party notifies the other party in writing within 30 days of the event occurring; if force majeure lasts more than 90 days, either party may terminate the contract without penalties.

13. Termination

• Monthly retainers: either party may terminate with 30 calendar days' written notice.
• Fixed-price projects: termination before completion by the Client results in forfeiture of the advance paid and an obligation to pay the value of work performed up to the termination date.
• Termination for cause: the contract may be terminated immediately if the other party becomes insolvent / enters bankruptcy, commits a material breach and fails to remedy it within 15 days of notice, or commits fraud in the performance of the contract.

14. Governing law and jurisdiction

These Commercial Terms are governed by Romanian law. Any dispute shall be resolved amicably or through mediation under Romanian Law 192/2006 on mediation and the organisation of the mediation profession. In the absence of an amicable settlement, disputes fall under the jurisdiction of the courts at MediaDesign's registered office, namely Zalău, Sălaj county, Romania.

15. Contact

• Email: contact@mediadesignro.ro
• Phone: +40 744 933 131
• Postal mail: MEDIA DESIGN S.R.L., Str. Lt. Col. Pretorian Nr. 3, Bl. N116, Sc. A, Ap. 7, Zalău, Sălaj county, postal code 450131, Romania

Last updated: 1 June 2026.