Terms and Conditions

1. DEFINITIONS

In these Terms and Conditions ("Terms"), the following definitions apply:

"Agency," "We," "Us," or "Our" refers to SPORTS DIGITAL DESIGN SRL (trading as "Qudrai"), a limited liability company registered in Romania with:

• Company Registration Number (CUI): RO 48056014

• Registered Address: Voluntari, Ilfov, Romania

• Contact Email: hello@qudrai.com

• Website: www.qudrai.com

"Client," "You," or "Your" refers to the individual or legal entity engaging our Services.

"Services" refers to all creative, technical, and consulting services provided by the Agency, including but not limited to:

• Visual Creatives (sports content, campaigns, graphics)

• Web Design & Development

• Brand Identity

• MVP & Product Design & Development

"Deliverables" refers to all work products, materials, designs, code, documentation, and assets created by the Agency as part of the Services.

"Retainer" refers to an ongoing monthly engagement with defined scope and capacity.

"Project" refers to a fixed-scope engagement with defined deliverables and timeline.

"Intellectual Property" or "IP" refers to all copyrights, trademarks, patents, trade secrets, and other proprietary rights in the Deliverables.

"Confidential Information" refers to any non-public information disclosed by either party during the engagement.

"Effective Date" refers to the date on which the Client accepts these Terms, either by signing a proposal, making an initial payment, or commencing work with the Agency.

2. ACCEPTANCE OF TERMS

2.1. By engaging the Agency's Services, making any payment, or signing any proposal or agreement, the Client agrees to be bound by these Terms in their entirety.

2.2. These Terms constitute a legally binding agreement between the Client and the Agency.

2.3. The Agency reserves the right to amend these Terms at any time. Amendments will be communicated to active Clients and will apply to new engagements commenced after the amendment date.

2.4. If any provision of these Terms conflicts with a separately executed written agreement between the parties, the separately executed agreement shall prevail to the extent of the conflict.

3. SCOPE OF SERVICES

3.1. The Agency will provide Services as described in the applicable proposal, statement of work, or engagement letter ("Proposal").

3.2. Retainer Services:

• Retainers are ongoing monthly engagements with defined capacity and scope.

• Capacity is measured by agreed deliverable types and volume per month.

• Unused capacity does not roll over to subsequent months unless explicitly agreed in writing.

• Retainer scope may be adjusted by mutual written agreement with 30 days' notice.

3.3. Project Services:

• Projects are fixed-scope engagements with defined deliverables, timelines, and milestones.

• Any changes to project scope require a written change order and may result in additional fees and timeline adjustments.

3.4. The Agency does not provide:

• Legal, financial, or tax advice

• Ongoing technical support beyond warranty periods (unless separately contracted)

• Services outside the scope defined in the Proposal

3.5. All Services are subject to availability and the Agency's capacity. The Agency reserves the right to decline any engagement or terminate negotiations at any time prior to the Effective Date.

4. ENGAGEMENT PROCESS

4.1. Initial Consultation: The engagement begins with a strategy call to assess fit, scope, and timeline.

4.2. Proposal: Following alignment, the Agency will provide a written Proposal detailing:

• Scope of Services

• Deliverables

• Timeline and milestones

• Fees and payment terms

• Any assumptions or exclusions

4.3. Acceptance: The Client accepts the Proposal by:

• Signing the Proposal document, or

• Making the initial payment, or

• Providing written confirmation via email

4.4. Commencement: Work begins only after:

• The Client has accepted the Proposal, and

• The initial payment (if applicable) has been received, and

• Any required materials, access, or information have been provided by the Client

5. PAYMENT TERMS

5.1. Currency: All fees are quoted and payable in either EUR (Euro) or RON (Romanian Leu) as specified in the Proposal.

5.2. Retainer Payment Terms:

• Retainer fees are paid monthly in advance.

• Payment is due on the 1st day of each month via bank transfer.

• First month's payment is due upon acceptance of the Proposal.

• Failure to pay by the 7th day of the month may result in suspension of Services.

5.3. Project Payment Terms:

• 50% upfront payment is required before work commences.

• 50% final payment is due upon delivery of final Deliverables.

• Payment is due within 7 days of invoice date ("Net 7").

5.4. Payment Method:

• All payments are made via bank transfer to the account specified on the invoice.

• The Agency will issue formal invoices for all payments in accordance with Romanian tax law.

5.5. Late Payment:

• Payments not received within 7 days of the invoice date are considered late.

• The Agency reserves the right to suspend Services until payment is received.

• For payments overdue by more than 14 days, the Agency may terminate the engagement and retain all payments received to date.

• Currently, the Agency does not charge interest on late payments, but reserves the right to implement such charges in the future with 30 days' notice.

5.6. Third-Party Services and Expenses:

• Unless otherwise stated, all fees include costs for third-party services such as stock assets, fonts, software licenses, AI tools, and similar resources required for project delivery.

• Any extraordinary expenses (e.g., specialized software, premium stock assets, external consultants) exceeding standard inclusions will be communicated and approved by the Client in advance.

5.7. Taxes:

• All fees are exclusive of applicable taxes (VAT, withholding tax, etc.) unless otherwise stated.

• The Client is responsible for paying all applicable taxes in addition to the quoted fees.

• If the Client is based outside Romania, they may be responsible for reverse-charge VAT or similar obligations under their local tax laws.

5.8. Non-Refundable Payments:

• All payments made to the Agency are non-refundable except as explicitly stated in Section 10 (Termination and Cancellation).

6. REVISIONS AND SCOPE CHANGES

6.1. Revisions:

• The number of revision rounds included in the base fee will be specified in the Proposal for each engagement.

• Where not specified, a reasonable number of revisions (typically 2-3 rounds for Projects) are included to ensure Deliverables meet the agreed specifications.

• Revisions must be requested within 14 days of Deliverable delivery.

• Revisions requested after 14 days may be subject to additional fees.

6.2. Scope Changes:

• Any request that materially changes the scope, deliverables, timeline, or complexity of the engagement constitutes a "Scope Change."

• Scope Changes require a written change order and may result in:

  • Additional fees (to be agreed in writing)

  • Extended timeline

  • Adjustment of deliverable specifications

6.3. Additional Work:

• Work that exceeds the agreed scope or revision allowances will be quoted separately.

• The Client must approve additional fees in writing before the Agency proceeds with out-of-scope work.

• Additional work may be billed hourly, per deliverable, or as a fixed fee, as agreed between the parties.

6.4. Client Approval:

• The Client is responsible for reviewing and approving Deliverables in a timely manner.

• Failure to provide feedback within 7 days of delivery will be deemed as approval.

• Once approved (explicitly or by deemed approval), further changes may be subject to additional fees.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. Ownership Upon Final Payment:

• Upon receipt of full and final payment for the Services, the Agency assigns to the Client all ownership rights, title, and interest in the Deliverables, including all Intellectual Property rights.

• Until full and final payment is received, the Agency retains all ownership and Intellectual Property rights in the Deliverables.

7.2. Pre-Existing IP:

• The Agency retains all rights to pre-existing materials, tools, templates, code libraries, design systems, and methodologies used in providing the Services ("Pre-Existing IP").

• The Client is granted a non-exclusive, perpetual, worldwide license to use Pre-Existing IP only as incorporated into the final Deliverables.

7.3. Third-Party IP:

• The Agency will use commercially reasonable efforts to ensure that all third-party materials (fonts, stock images, software, etc.) are properly licensed.

• The Client is responsible for ensuring ongoing compliance with third-party licenses after project delivery.

• The Agency is not responsible for license violations resulting from Client modifications to Deliverables after delivery.

7.4. Portfolio and Case Study Rights:

• The Agency may use the Deliverables for portfolio, case study, marketing, and promotional purposes only with the Client's prior written permission.

• Permission may be requested via email and may be granted or withheld at the Client's sole discretion.

• If permission is granted, the Client may specify conditions (e.g., anonymization, delayed publication, specific usage restrictions).

7.5. Moral Rights:

• To the extent permitted by law, the Client waives any moral rights in the Deliverables.

• The Agency retains the right to be credited as the creator of the Deliverables unless otherwise agreed.

7.6. Reservation of Rights:

• All rights not expressly granted to the Client are reserved by the Agency.

8. CLIENT RESPONSIBILITIES

8.1. The Client agrees to:

• Provide timely access to all necessary materials, information, credentials, and resources required for the Agency to perform the Services.

• Provide clear, written feedback and approvals within agreed timeframes.

• Designate a primary point of contact with authority to make decisions and approve work.

• Ensure all materials provided to the Agency (text, images, logos, etc.) are either owned by the Client or properly licensed for use.

• Respond to Agency requests for information or approval within 7 days.

8.2. Client Delays:

• If the Client fails to provide required materials, feedback, or approvals for more than 30 consecutive days, the Agency may, at its sole discretion:

  • Suspend the engagement until materials are provided, or

  • Terminate the engagement under Section 10.5 (Termination for Client Breach)

• Client-caused delays do not extend project deadlines unless mutually agreed in writing.

8.3. Accuracy of Information:

• The Client represents and warrants that all information, materials, and content provided to the Agency are accurate, complete, and do not infringe on any third-party rights.

• The Client is solely responsible for the accuracy and legality of content provided for incorporation into Deliverables.

8.4. Third-Party Approvals:

• If the Client requires approvals from third parties (e.g., board members, partners, regulatory bodies), the Client is responsible for obtaining such approvals within reasonable timeframes.

9. CONFIDENTIALITY

9.1. Separate NDAs:

• Confidentiality obligations are typically governed by a separate Non-Disclosure Agreement ("NDA") executed between the parties.

• If no separate NDA is executed, the provisions of this Section apply.

9.2. Definition of Confidential Information:

• Confidential Information includes all non-public information disclosed by either party, including but not limited to:

  • Business strategies, plans, and financial information

  • Technical data, designs, code, and specifications

  • Client lists, user data, and proprietary processes

  • Any information marked as "Confidential" or that a reasonable person would consider confidential

9.3. Obligations:

• Both parties agree to:

  • Maintain Confidential Information in strict confidence

  • Use Confidential Information only for the purpose of performing or receiving the Services

  • Not disclose Confidential Information to third parties without prior written consent

  • Protect Confidential Information using at least the same degree of care used to protect their own confidential information

9.4. Exceptions:

• Confidential Information does not include information that:

  • Is or becomes publicly available through no breach of these Terms

  • Was rightfully known prior to disclosure

  • Is independently developed without use of Confidential Information

  • Is required to be disclosed by law or court order (provided the disclosing party gives prompt notice)

9.5. Duration:

• Unless otherwise specified in a separate NDA, confidentiality obligations survive for 5 years after the termination of the engagement.

10. TERMINATION AND CANCELLATION

10.1. Retainer Termination by Client:

• Retainers have a minimum commitment period of 3 months from the Effective Date.

• After the minimum commitment period, either party may terminate the Retainer with 14 days' written notice.

• Termination notice must be provided in writing via email to hello@qudrai.com.

• The Client remains responsible for payment through the end of the notice period.

• If the Client terminates before the minimum commitment period, the Client is charged only for Services provided until the end of the 14-day notice period, but forfeits any prepaid fees.

10.2. Retainer Termination by Agency:

• The Agency may terminate a Retainer with 14 days' written notice if:

  • The Client repeatedly fails to provide timely feedback or materials

  • The working relationship becomes untenable

  • The Client breaches these Terms

10.3. Project Cancellation by Client:

• The Client may cancel a Project at any time by providing written notice to the Agency.

• Upon cancellation:

  • The Client is responsible for payment of all work completed up to the date of cancellation.

  • The Agency will provide an invoice for work completed, calculated based on the percentage of project completion or hours worked.

  • Any upfront payments made are non-refundable and will be applied toward completed work.

  • If completed work exceeds upfront payment, the Client must pay the balance within 7 days.

• The Agency retains all Intellectual Property rights in work completed until full payment for completed work is received.

10.4. Project Cancellation by Agency:

• The Agency may cancel a Project if:

  • The Client fails to make required payments within 14 days of the due date

  • The Client fails to provide required materials or feedback for more than 30 consecutive days

  • The Client breaches these Terms

• Upon Agency cancellation:

  • The Client is responsible for payment of all work completed to date.

  • The Agency will refund any payments exceeding the value of completed work.

10.5. Termination for Breach:

• Either party may terminate the engagement immediately if the other party:

  • Materially breaches these Terms and fails to cure the breach within 14 days of written notice

  • Becomes insolvent, files for bankruptcy, or ceases business operations

• Termination for breach does not waive any other rights or remedies available to the non-breaching party.

10.6. Effects of Termination:

• Upon termination:

  • All outstanding invoices become immediately due and payable.

  • The Agency will deliver all completed Deliverables upon receipt of full payment.

  • All licenses and rights granted to the Client are revoked unless full payment has been made.

  • Sections 7 (Intellectual Property), 9 (Confidentiality), 11 (Warranties), 12 (Limitation of Liability), and 13 (Indemnification) survive termination.

11. WARRANTIES AND DISCLAIMERS

11.1. Agency Warranties:

• The Agency warrants that:

  • Services will be performed in a professional and workmanlike manner consistent with industry standards.

  • Deliverables will substantially conform to the specifications set forth in the Proposal.

  • The Agency has the right and authority to enter into this agreement and grant the rights described herein.

  • Deliverables created by the Agency will not infringe upon any third-party Intellectual Property rights to the best of the Agency's knowledge.

11.2. Warranty Period:

• For 30 days following project delivery or launch ("Warranty Period"), the Agency will correct any errors, bugs, or defects in the Deliverables that:

  • Were caused by the Agency's work, and

  • Are reported in writing by the Client during the Warranty Period

• Warranty coverage includes:

  • Fixing broken functionality that existed at delivery

  • Correcting visual defects or errors in delivered assets

  • Resolving technical issues directly attributable to the Agency's work

11.3. Warranty Exclusions:

• The warranty does not cover:

  • Issues caused by Client modifications to Deliverables after delivery

  • Problems resulting from third-party services, hosting, or platforms

  • Browser or device compatibility issues arising after delivery due to software updates

  • Issues resulting from Client-provided content, materials, or instructions

  • Normal wear, updates, or maintenance of digital assets

• For issues outside warranty coverage, the Agency may provide assistance on a time-and-materials basis at standard rates.

11.4. Disclaimer of Warranties:

• EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE AGENCY PROVIDES ALL SERVICES AND DELIVERABLES "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

• THE AGENCY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

• THE AGENCY DOES NOT WARRANT THAT:

  • Services will be uninterrupted, error-free, or completely secure

  • Deliverables will achieve any particular business result, revenue, or performance metric

  • Deliverables will be compatible with all future software, platforms, or devices

11.5. Third-Party Services:

• The Agency uses third-party services and tools including but not limited to: Google Analytics, Framer, fonts from Framer, AI tools (Freepik, Envato Elements, Google AI Studio, ChatGPT), hosting providers, and software libraries.

• The Agency does not warrant the performance, availability, or security of third-party services.

• The Client acknowledges that third-party services are subject to their respective terms and conditions, which may change without notice.

12. LIMITATION OF LIABILITY

12.1. Cap on Liability:

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGENCY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE AGENCY IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

• For Projects, liability is capped at the total Project fee.

• For Retainers, liability is capped at 12 months of Retainer fees (or the actual amount paid if less than 12 months).

12.2. Exclusion of Consequential Damages:

• IN NO EVENT SHALL THE AGENCY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

  • Loss of profits, revenue, or business opportunities

  • Loss of data or information

  • Loss of goodwill or reputation

  • Cost of procurement of substitute services

  • Business interruption

• This exclusion applies even if the Agency has been advised of the possibility of such damages.

12.3. Exceptions:

• The limitations in this Section 12 do not apply to:

  • Damages caused by the Agency's gross negligence or willful misconduct

  • Breaches of confidentiality obligations under Section 9

  • Liabilities that cannot be excluded or limited under applicable law

12.4. Client Acknowledgment:

• The Client acknowledges that the fees charged by the Agency reflect the allocation of risk set forth in these Terms.

• The limitations of liability are fundamental elements of the basis of the bargain between the parties.

13. INDEMNIFICATION

13.1. Client Indemnification:

• The Client agrees to indemnify, defend, and hold harmless the Agency, its officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Content, materials, or information provided by the Client for incorporation into Deliverables

  • The Client's use of Deliverables in a manner not authorized by these Terms

  • The Client's breach of these Terms

  • The Client's violation of any law or third-party rights

  • Any claim that Client-provided materials infringe third-party Intellectual Property rights

13.2. Agency Indemnification:

• The Agency agrees to indemnify, defend, and hold harmless the Client from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

  • Claims that Deliverables created solely by the Agency infringe third-party Intellectual Property rights

  • The Agency's gross negligence or willful misconduct

13.3. Indemnification Procedure:

• The indemnified party must:

  • Promptly notify the indemnifying party in writing of any claim

  • Provide reasonable cooperation in the defense of the claim

  • Allow the indemnifying party to control the defense and settlement

• The indemnified party may participate in the defense with its own counsel at its own expense.

13.4. Remedies for IP Infringement:

• If Deliverables are held or believed to infringe third-party rights, the Agency may, at its option:

  • Obtain the right for the Client to continue using the Deliverables

  • Modify the Deliverables to make them non-infringing

  • Replace the Deliverables with non-infringing alternatives

  • Refund fees paid for the infringing Deliverables and terminate the license

14. FORCE MAJEURE

14.1. Definition:

• "Force Majeure Event" means any event or circumstance beyond a party's reasonable control, including but not limited to:

  • Acts of God (earthquakes, floods, storms, pandemics)

  • War, terrorism, civil unrest, or government action

  • Labor disputes, strikes, or lockouts

  • Failures of telecommunications, internet, or utility services

  • Cyberattacks, malware, or data breaches affecting critical systems

  • Supplier or third-party failures that prevent performance

14.2. Suspension of Obligations:

• Neither party shall be liable for any failure or delay in performance due to a Force Majeure Event.

• The affected party must notify the other party in writing within 5 business days of the Force Majeure Event.

• Performance obligations are suspended for the duration of the Force Majeure Event.

14.3. Reasonable Efforts:

• The affected party must use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable.

14.4. Extended Force Majeure:

• If a Force Majeure Event continues for more than 60 days, either party may terminate the engagement by providing written notice.

• Upon such termination:

  • The Client pays for all work completed prior to the Force Majeure Event.

  • Any prepaid fees for uncompleted work are refunded on a pro-rata basis.

14.5. Client Delays as Force Majeure:

• For the avoidance of doubt, Client-caused delays (failure to provide materials, feedback, or approvals) do not constitute a Force Majeure Event and are governed by Section 8.2 (Client Responsibilities).

15. DATA PROTECTION AND PRIVACY

15.1. Data Processing:

• In the course of providing Services, the Agency may process personal data provided by the Client or collected as part of project deliverables (e.g., user data for websites, contact information).

• The Agency processes personal data in accordance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR) and Romanian Law 190/2018.

15.2. Privacy Policy:

• The Agency's data processing practices are governed by its Privacy Policy, available at www.qudrai.com/privacy-policy.

• The Client is responsible for reviewing the Privacy Policy and ensuring compliance with applicable data protection obligations.

15.3. Client as Data Controller:

• For personal data provided by the Client or collected as part of Deliverables for the Client's use, the Client is the data controller and the Agency acts as a data processor.

• The Client is responsible for:

  • Ensuring lawful collection and processing of personal data

  • Providing necessary privacy notices to data subjects

  • Obtaining required consents for data processing

  • Ensuring compliance with data subject rights (access, deletion, etc.)

15.4. Data Processing Agreement:

• If required under applicable law, the parties will execute a separate Data Processing Agreement (DPA) governing the processing of personal data.

15.5. Data Security:

• The Agency implements appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or disclosure.

• The Client acknowledges that no security measures are completely infallible and the Agency cannot guarantee absolute data security.

15.6. Data Retention:

• The Agency retains Client data only for as long as necessary to provide Services and fulfill legal obligations.

• Upon termination, the Agency will delete or return Client data as requested, subject to legal retention requirements.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. Governing Law:

• These Terms are governed by and construed in accordance with the laws of Romania.

• Where applicable, the laws and regulations of the European Union shall also apply.

16.2. Dispute Resolution Process:

• In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Services ("Dispute"), the parties agree to follow this resolution process:

16.3. Step 1: Good Faith Negotiation:

• The parties will first attempt to resolve the Dispute through good faith negotiations.

• Either party may initiate negotiations by providing written notice of the Dispute to the other party.

• Senior representatives of both parties will meet (in person or virtually) within 14 days to attempt resolution.

16.4. Step 2: Mediation:

• If the Dispute is not resolved through negotiation within 30 days, the parties agree to submit the Dispute to mediation before a mutually agreed mediator.

• Mediation will be conducted in Bucharest, Romania, or virtually if agreed.

• Each party will bear its own costs of mediation and share the mediator's fees equally.

• Mediation proceedings are confidential.

16.5. Step 3: Litigation:

• If the Dispute is not resolved through mediation within 60 days of initiating mediation, either party may pursue litigation.

• The parties submit to the exclusive jurisdiction of the courts of Bucharest, Romania.

• Any legal proceedings must be conducted in Romanian or English as agreed by the parties.

16.6. Exceptions:

• Either party may seek injunctive or equitable relief in court at any time without first attempting negotiation or mediation if:

  • Immediate relief is necessary to prevent irreparable harm

  • The matter involves alleged breach of confidentiality or Intellectual Property rights

16.7. Language:

• All dispute resolution proceedings, including mediation and litigation, may be conducted in English with the consent of both parties. Otherwise, Romanian shall be used in accordance with local law.

17. GENERAL PROVISIONS

17.1. Entire Agreement:

• These Terms, together with any Proposal, statement of work, or separately executed agreement, constitute the entire agreement between the parties regarding the subject matter hereof.

• These Terms supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral.

17.2. Amendments:

• These Terms may be amended only by written agreement signed by both parties or by the Agency providing 30 days' notice of amendments for future engagements.

• Continued use of Services after the effective date of amendments constitutes acceptance of the amended Terms.

17.3. Waiver:

• No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

• A party's failure to enforce any provision does not waive its right to enforce that provision later.

17.4. Severability:

• If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

• The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17.5. Assignment:

• The Client may not assign or transfer these Terms or any rights hereunder without the Agency's prior written consent.

• The Agency may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets with notice to the Client.

• Any attempted assignment in violation of this section is void.

17.6. Independent Contractors:

• The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

• Neither party has authority to bind the other or make commitments on its behalf.

17.7. No Third-Party Beneficiaries:

• These Terms are for the sole benefit of the parties and do not confer any rights or remedies upon any third party.

17.8. Notices:

• All notices required or permitted under these Terms must be in writing and delivered via:

  • Email to hello@qudrai.com (for notices to the Agency)

  • Email to the Client's email address on file (for notices to the Client)

• Notices are deemed received when sent if sent during business hours, or on the next business day if sent after hours.

17.9. Headings:

• Section headings are for convenience only and do not affect the interpretation of these Terms.

17.10. Counterparts:

• These Terms or any related agreement may be executed in counterparts, each of which is deemed an original and all of which constitute one agreement.

• Electronic signatures are valid and binding.

17.11. Survival:

• Provisions that by their nature should survive termination or expiration of these Terms shall survive, including but not limited to: Sections 7 (Intellectual Property), 9 (Confidentiality), 11 (Warranties), 12 (Limitation of Liability), 13 (Indemnification), 15 (Data Protection), and 16 (Governing Law).

17.12. Language:

• These Terms are drafted in English. If translated into any other language, the English version shall prevail in the event of any conflict or ambiguity.

18. DEFINITIONS OF SERVICES

For clarity, the Services offered by the Agency are defined as follows:

18.1. Visual Creatives:

• Sports content creation including matchday graphics, player announcements, campaign visuals, social media assets, newsletter designs, and paid advertising creatives.

• Retainer-based or project-based engagements.

18.2. Web Design & Development:

• Website design, user interface (UI) design, user experience (UX) design, front-end and back-end development, landing page creation, and website optimization.

• Platforms include but are not limited to Framer, Webflow, and custom code solutions.

18.3. Brand Identity:

• Brand strategy, logo design, visual identity systems, brand guidelines, color palettes, typography, and marketing collateral design.

18.4. MVP & Product Design & Development:

• Minimum viable product (MVP) design and development, product strategy, user flows, interface design, prototyping, and technical development for digital products and platforms.

19. CONTACT INFORMATION

For questions about these Terms or to provide notices, contact:

SPORTS DIGITAL DESIGN SRL (trading as Qudrai)
Email: hello@qudrai.com
Website: www.qudrai.com
Registered Address: Voluntari, Ilfov, Romania
Company Registration Number (CUI): RO 48056014

20. ACKNOWLEDGMENT

By engaging the Agency's Services, the Client acknowledges that:

• They have read and understood these Terms

• They agree to be bound by these Terms

• They have had the opportunity to seek independent legal advice regarding these Terms

• These Terms constitute a legally binding agreement

END OF TERMS AND CONDITIONS

ACCEPTANCE

I, the undersigned, acknowledge that I have read, understood, and agree to be bound by the above Terms and Conditions on behalf of the Client.

Client Name: ___________________________________

Client Signature: ________________________________

Date: __________________________________________

Company (if applicable): __________________________

This document is legally binding. For your records, please retain a signed copy.

SPORTS DIGITAL DESIGN SRL
Trading as Qudrai
CUI: RO 48056014
Voluntari, Ilfov, Romania