Serious Business · general conditions
Terms and conditions of service
These are the general conditions in force. Each offer is governed by the conditions valid on the day it was issued, which are printed with the offer.
1. THE PARTIES AND DEFINITIONS
1.1. The Provider: SERIOUS BUSINESS 2003 SRL, registered office at 15B Doamna Stanca Street, Pitești, Argeș County, Romania, registered with the Trade Register under no. J2003000610039, EUID ROONRC.J2003000610039, VAT no. RO15425387 ("Serious Business").
1.2. The Client: the Client ("the Client"), acting through the person who confirms the Offer on its behalf.
1.3. In these terms:
"Offer" means document no. … of … issued by Serious Business, consisting of the project details, the commercial offer (services, quantities, prices, delivery date, payment terms), the approval section, the file list and these terms. The "Our guarantees" page is for information only.
"Services" means the services described in the Offer: translation, revision, review, interpreting, subtitling, desktop publishing, printing, promotional items, notarisation, apostille, transport or any other service confirmed by Serious Business.
"Source Documents" means the documents, files and information provided by the Client for the Services.
"Deliverables" means the result of the Services (documents, files, products) delivered to the Client.
"Project" means all activities, documents and resources involved in providing the Services in the Offer.
"Project Page" means the unique web address of the Project, sent to the Client with the Offer, which the Client can open without an account or password to follow the Project, download the Deliverables, enter the purchase order number and rate the Services.
"e-Client" means the account-based online platform of Serious Business in which the Client has access to all its projects, files, offers and invoices.
"Business Day" means any day except Saturdays, Sundays and public holidays in Romania.
2. FORMATION OF THE CONTRACT
2.1. The Offer is firm and may be accepted until the validity date stated in it. After that date Serious Business is no longer bound by the Offer.
2.2. The contract is formed when the Client's confirmation reaches Serious Business within the validity period. The Offer may be confirmed: (a) online, in e-Client, with a one-time code sent to the registered e-mail address and the Client's signature; (b) by e-mail sent from an address of the Client; or (c) by signing and returning the Offer. Confirming the Offer means accepting it in full, including these terms.
2.3. If no framework contract between the Parties is in force on the date of confirmation, the confirmed Offer together with these terms constitutes the service contract between the Parties within the meaning of Article 1166 et seq. of the Romanian Civil Code.
2.4. If a framework contract between the Parties is in force, it prevails and these terms apply in addition. The order of precedence is: the framework contract, the commercial offer and project details, these terms.
2.5. The Client's own general terms (including those in purchase orders or other documents) do not apply, even if not objected to. Serious Business expressly states that it does not intend to be bound by any standard terms other than these (Article 1202(4) of the Civil Code).
2.6. Changes to the Services, price, deadline or conditions are made before confirmation through a new offer, and after confirmation only by written agreement of the Parties (including by e-mail), which also sets their effect on price and deadline.
2.7. The Parties recognise the legal and evidential value of electronic confirmation (by e-mail or in e-Client with a one-time code and a signature), which is equivalent to written form. The e-Client records (date and time of confirmation, the e-mail address the code was sent to, IP address, the confirmed document, the signature) are proof of the confirmation between the Parties.
2.8. If you would like to sign a framework contract, please contact us.
3. PERFORMANCE OF THE PROJECT
3.1. Serious Business provides the Services professionally, through qualified staff and contractors, in line with the project details in the Offer and its ISO 9001 certified quality management system.
3.2. The Client provides complete, legible and final Source Documents, states the purpose and audience of the Deliverables and any terminology or reference material to be used, and appoints a contact person. The Client is responsible for the content, accuracy and completeness of the Source Documents.
3.3. The price is calculated on the Source Documents received before the Offer. If, after confirmation, the actual volume differs by more than 5% from the Offer, either Party may request a corresponding adjustment of price and deadline. New or changed documents after confirmation are subject to a separate offer.
3.4. The delivery period runs from confirmation of the Offer and receipt of all Source Documents and is extended by any delay caused by the Client (missing documents, late answers, changes). Serious Business makes every effort to meet the deadline; a delay of no more than 2 Business Days does not give rise to liability of Serious Business.
3.5. If the intended use of the Deliverables is not stated before confirmation, the Services are provided for information purposes. For publication, printing or official use, the Client states this, and Serious Business may recommend additional services (for example a specialist review).
3.6. Serious Business may refuse to provide Services for material that is unlawful or infringes the rights of others.
3.7. Serious Business may use external translators, revisers and other contractors bound by confidentiality obligations equivalent to these. Serious Business remains liable to the Client for the Services provided through them.
3.8. For services involving third parties (notarisation, apostille, printing, transport), third-party fees, charges and lead times may vary; differences not attributable to Serious Business are communicated and invoiced to the Client.
4. DELIVERY, ACCEPTANCE AND COMPLAINTS
4.1. Deliverables are delivered through the Project Page, through e-Client, by e-mail or, where applicable, by courier, to the contact details in the Offer.
4.2. The Client checks the Deliverables and may submit written, reasoned complaints within 5 Business Days of delivery. After that period the Deliverables are deemed received and accepted, and the Client may no longer rely on apparent defects.
4.3. For justified complaints, Serious Business corrects the Deliverables free of charge within a reasonable time. If correction is not possible, the Parties agree a price reduction proportionate to the affected part.
4.4. Stylistic preferences, errors carried over from the Source Documents, terminology imposed by the Client and changes requested after delivery are not defects.
5. PRICE, INVOICING AND PAYMENT
5.1. Prices in the Offer exclude VAT, which is added as required by law.
5.2. Unless the Offer states otherwise, the invoice is issued when the Project is completed. The Offer may provide for invoicing in stages or in advance; for advance payments, the invoice is issued after the payment is received.
5.3. Invoices are sent by e-mail from invoices@seriousbusiness.ro and are available on the Project Page and in e-Client. For Clients to whom the law applies the national RO e-Factura system, the invoice sent through that system prevails over any other copy.
5.4. If the invoice must show a purchase order (PO) number or other details, the Client provides them no later than the delivery date, on the Project Page, in e-Client or by e-mail.
5.5. The payment term is the one stated in the Offer; if none is stated, payment is due within 15 days of the invoice date.
5.6. For late payment, the Client owes the statutory late-payment interest applicable between professionals (Government Ordinance no. 13/2011) and the fixed compensation for recovery costs under Law no. 72/2013, without any notice being required. Serious Business may suspend the delivery of Deliverables and the provision of other Services until overdue amounts are paid.
6. CANCELLATION AFTER CONFIRMATION
6.1. The Client may cancel the confirmed Services free of charge within 3 hours of sending the confirmation, by written message.
6.2. After that period, cancelling the confirmed Services obliges the Client to pay, as a penalty, 50% of the value of the confirmed Offer (excluding VAT) or, if higher, the value of the Services already performed and the costs incurred up to the cancellation.
7. LIABILITY
7.1. The total liability of Serious Business in connection with an Offer is limited to the value of the Services in that Offer (excluding VAT). Serious Business is not liable for indirect damage such as loss of profit, loss of business or loss of data.
7.2. The above limitations do not apply to damage caused intentionally or by gross negligence, nor in any other case where the law does not allow liability to be limited.
7.3. The services of Serious Business are insured against occupational risks.
7.4. Neither Party is liable for non-performance caused by force majeure or fortuitous events under Article 1351 of the Civil Code. The affected Party informs the other within 5 Business Days of the event, and deadlines are extended accordingly.
8. CONFIDENTIALITY AND DATA PROTECTION
8.1. Serious Business keeps the Source Documents, the Deliverables and the information received from the Client confidential. Access is limited to staff and contractors involved in the Project who are bound by confidentiality obligations, within an ISO/IEC 27001 certified information security management system. On request, Serious Business signs a separate non-disclosure agreement.
8.2. The confidentiality obligation does not apply to information that is public or that Serious Business must disclose by law at the request of competent authorities.
8.3. Where Source Documents contain personal data, Serious Business acts as processor on behalf of the Client within the meaning of Article 28 of Regulation (EU) 2016/679 (GDPR) and: (a) processes the data only to provide the Services, on the Client's instructions set out in the Offer; (b) ensures that persons authorised to process the data are bound by confidentiality; (c) applies appropriate technical and organisational security measures; (d) may engage contractors (sub-processors) bound by the same obligations, for which the Client hereby gives general authorisation; (e) assists the Client in meeting its obligations and informs it without undue delay of any personal data breach; (f) at the Client's written request, deletes or returns the data, except where the law requires it to be kept. The Client warrants that it has a lawful basis for providing the data.
8.4. Contact details of the Client's representatives are processed by Serious Business as controller, for performing the contract, invoicing and communication, in accordance with the privacy policy at www.serious.ro/confidentiality.php.
8.5. Source Documents and Deliverables are kept indefinitely so that they remain available to the Client in e-Client, unless the Offer states otherwise. At the Client's written request they are deleted, except for documents the law requires to be kept (for example accounting records).
8.6. As a customer, the Client may receive from Serious Business, at the e-mail addresses it provided, information about services similar to those contracted, under Article 12(2) of Romanian Law no. 506/2004. The Client may unsubscribe free of charge at any time, from each message, in e-Client or by e-mail to office@serious.ro.
8.7. The Client does not use the information it obtains about the contractors, methods, technology or quality system of Serious Business for any purpose other than the Project.
9. INTELLECTUAL PROPERTY
9.1. The rights in the Source Documents remain with the Client or their owners. The Client warrants that it is entitled to have the Source Documents translated, adapted or reproduced and indemnifies Serious Business against any third-party claim relating to them.
9.2. Upon full payment of the price, Serious Business transfers to the Client the economic copyright in the Deliverables (reproduction, distribution, communication to the public, adaptation and any other use), exclusively, for the whole term of protection, for all territories and by any means, the remuneration for this assignment being included in the price of the Services. Until full payment, the Client may use the Deliverables only to check them. Serious Business ensures that it holds from its contractors the rights needed for this assignment.
9.3. The methods, processes, tools and know-how of Serious Business remain its property. Translation memories and glossaries created for the Client are used only for the Client's projects and are made available to it on request.
10. FINAL PROVISIONS
10.1. The contract is governed by Romanian law.
10.2. The Parties try to settle any dispute amicably within 15 days of written notice. Otherwise the dispute is settled by the competent courts of Argeș County, Romania.
10.3. Notices are given in writing, including by e-mail, to the addresses in the Offer or in e-Client.
10.4. The Client may not transfer its rights and obligations under the contract without the written consent of Serious Business.
10.5. If any clause is held invalid, the other clauses remain valid and the Parties replace it with a valid clause as close as possible to their intention.
10.6. If the Offer is issued in more than one language, the Romanian version prevails.
10.7. Expressly accepted clauses. By confirming the Offer, the Client declares that it has read and expressly accepts, within the meaning of Article 1203 of the Civil Code, the following clauses: 2.5 (exclusion of the Client's general terms), 3.4 (no liability for delays of up to 2 Business Days), 4.2 (5 Business Days for complaints), 5.6 (right of suspension), 6.2 (penalty clause), 7.1 (limitation of liability) and 10.2 (courts of Argeș County).
1.1. The Provider: SERIOUS BUSINESS 2003 SRL, registered office at 15B Doamna Stanca Street, Pitești, Argeș County, Romania, registered with the Trade Register under no. J2003000610039, EUID ROONRC.J2003000610039, VAT no. RO15425387 ("Serious Business").
1.2. The Client: the Client ("the Client"), acting through the person who confirms the Offer on its behalf.
1.3. In these terms:
"Offer" means document no. … of … issued by Serious Business, consisting of the project details, the commercial offer (services, quantities, prices, delivery date, payment terms), the approval section, the file list and these terms. The "Our guarantees" page is for information only.
"Services" means the services described in the Offer: translation, revision, review, interpreting, subtitling, desktop publishing, printing, promotional items, notarisation, apostille, transport or any other service confirmed by Serious Business.
"Source Documents" means the documents, files and information provided by the Client for the Services.
"Deliverables" means the result of the Services (documents, files, products) delivered to the Client.
"Project" means all activities, documents and resources involved in providing the Services in the Offer.
"Project Page" means the unique web address of the Project, sent to the Client with the Offer, which the Client can open without an account or password to follow the Project, download the Deliverables, enter the purchase order number and rate the Services.
"e-Client" means the account-based online platform of Serious Business in which the Client has access to all its projects, files, offers and invoices.
"Business Day" means any day except Saturdays, Sundays and public holidays in Romania.
2. FORMATION OF THE CONTRACT
2.1. The Offer is firm and may be accepted until the validity date stated in it. After that date Serious Business is no longer bound by the Offer.
2.2. The contract is formed when the Client's confirmation reaches Serious Business within the validity period. The Offer may be confirmed: (a) online, in e-Client, with a one-time code sent to the registered e-mail address and the Client's signature; (b) by e-mail sent from an address of the Client; or (c) by signing and returning the Offer. Confirming the Offer means accepting it in full, including these terms.
2.3. If no framework contract between the Parties is in force on the date of confirmation, the confirmed Offer together with these terms constitutes the service contract between the Parties within the meaning of Article 1166 et seq. of the Romanian Civil Code.
2.4. If a framework contract between the Parties is in force, it prevails and these terms apply in addition. The order of precedence is: the framework contract, the commercial offer and project details, these terms.
2.5. The Client's own general terms (including those in purchase orders or other documents) do not apply, even if not objected to. Serious Business expressly states that it does not intend to be bound by any standard terms other than these (Article 1202(4) of the Civil Code).
2.6. Changes to the Services, price, deadline or conditions are made before confirmation through a new offer, and after confirmation only by written agreement of the Parties (including by e-mail), which also sets their effect on price and deadline.
2.7. The Parties recognise the legal and evidential value of electronic confirmation (by e-mail or in e-Client with a one-time code and a signature), which is equivalent to written form. The e-Client records (date and time of confirmation, the e-mail address the code was sent to, IP address, the confirmed document, the signature) are proof of the confirmation between the Parties.
2.8. If you would like to sign a framework contract, please contact us.
3. PERFORMANCE OF THE PROJECT
3.1. Serious Business provides the Services professionally, through qualified staff and contractors, in line with the project details in the Offer and its ISO 9001 certified quality management system.
3.2. The Client provides complete, legible and final Source Documents, states the purpose and audience of the Deliverables and any terminology or reference material to be used, and appoints a contact person. The Client is responsible for the content, accuracy and completeness of the Source Documents.
3.3. The price is calculated on the Source Documents received before the Offer. If, after confirmation, the actual volume differs by more than 5% from the Offer, either Party may request a corresponding adjustment of price and deadline. New or changed documents after confirmation are subject to a separate offer.
3.4. The delivery period runs from confirmation of the Offer and receipt of all Source Documents and is extended by any delay caused by the Client (missing documents, late answers, changes). Serious Business makes every effort to meet the deadline; a delay of no more than 2 Business Days does not give rise to liability of Serious Business.
3.5. If the intended use of the Deliverables is not stated before confirmation, the Services are provided for information purposes. For publication, printing or official use, the Client states this, and Serious Business may recommend additional services (for example a specialist review).
3.6. Serious Business may refuse to provide Services for material that is unlawful or infringes the rights of others.
3.7. Serious Business may use external translators, revisers and other contractors bound by confidentiality obligations equivalent to these. Serious Business remains liable to the Client for the Services provided through them.
3.8. For services involving third parties (notarisation, apostille, printing, transport), third-party fees, charges and lead times may vary; differences not attributable to Serious Business are communicated and invoiced to the Client.
4. DELIVERY, ACCEPTANCE AND COMPLAINTS
4.1. Deliverables are delivered through the Project Page, through e-Client, by e-mail or, where applicable, by courier, to the contact details in the Offer.
4.2. The Client checks the Deliverables and may submit written, reasoned complaints within 5 Business Days of delivery. After that period the Deliverables are deemed received and accepted, and the Client may no longer rely on apparent defects.
4.3. For justified complaints, Serious Business corrects the Deliverables free of charge within a reasonable time. If correction is not possible, the Parties agree a price reduction proportionate to the affected part.
4.4. Stylistic preferences, errors carried over from the Source Documents, terminology imposed by the Client and changes requested after delivery are not defects.
5. PRICE, INVOICING AND PAYMENT
5.1. Prices in the Offer exclude VAT, which is added as required by law.
5.2. Unless the Offer states otherwise, the invoice is issued when the Project is completed. The Offer may provide for invoicing in stages or in advance; for advance payments, the invoice is issued after the payment is received.
5.3. Invoices are sent by e-mail from invoices@seriousbusiness.ro and are available on the Project Page and in e-Client. For Clients to whom the law applies the national RO e-Factura system, the invoice sent through that system prevails over any other copy.
5.4. If the invoice must show a purchase order (PO) number or other details, the Client provides them no later than the delivery date, on the Project Page, in e-Client or by e-mail.
5.5. The payment term is the one stated in the Offer; if none is stated, payment is due within 15 days of the invoice date.
5.6. For late payment, the Client owes the statutory late-payment interest applicable between professionals (Government Ordinance no. 13/2011) and the fixed compensation for recovery costs under Law no. 72/2013, without any notice being required. Serious Business may suspend the delivery of Deliverables and the provision of other Services until overdue amounts are paid.
6. CANCELLATION AFTER CONFIRMATION
6.1. The Client may cancel the confirmed Services free of charge within 3 hours of sending the confirmation, by written message.
6.2. After that period, cancelling the confirmed Services obliges the Client to pay, as a penalty, 50% of the value of the confirmed Offer (excluding VAT) or, if higher, the value of the Services already performed and the costs incurred up to the cancellation.
7. LIABILITY
7.1. The total liability of Serious Business in connection with an Offer is limited to the value of the Services in that Offer (excluding VAT). Serious Business is not liable for indirect damage such as loss of profit, loss of business or loss of data.
7.2. The above limitations do not apply to damage caused intentionally or by gross negligence, nor in any other case where the law does not allow liability to be limited.
7.3. The services of Serious Business are insured against occupational risks.
7.4. Neither Party is liable for non-performance caused by force majeure or fortuitous events under Article 1351 of the Civil Code. The affected Party informs the other within 5 Business Days of the event, and deadlines are extended accordingly.
8. CONFIDENTIALITY AND DATA PROTECTION
8.1. Serious Business keeps the Source Documents, the Deliverables and the information received from the Client confidential. Access is limited to staff and contractors involved in the Project who are bound by confidentiality obligations, within an ISO/IEC 27001 certified information security management system. On request, Serious Business signs a separate non-disclosure agreement.
8.2. The confidentiality obligation does not apply to information that is public or that Serious Business must disclose by law at the request of competent authorities.
8.3. Where Source Documents contain personal data, Serious Business acts as processor on behalf of the Client within the meaning of Article 28 of Regulation (EU) 2016/679 (GDPR) and: (a) processes the data only to provide the Services, on the Client's instructions set out in the Offer; (b) ensures that persons authorised to process the data are bound by confidentiality; (c) applies appropriate technical and organisational security measures; (d) may engage contractors (sub-processors) bound by the same obligations, for which the Client hereby gives general authorisation; (e) assists the Client in meeting its obligations and informs it without undue delay of any personal data breach; (f) at the Client's written request, deletes or returns the data, except where the law requires it to be kept. The Client warrants that it has a lawful basis for providing the data.
8.4. Contact details of the Client's representatives are processed by Serious Business as controller, for performing the contract, invoicing and communication, in accordance with the privacy policy at www.serious.ro/confidentiality.php.
8.5. Source Documents and Deliverables are kept indefinitely so that they remain available to the Client in e-Client, unless the Offer states otherwise. At the Client's written request they are deleted, except for documents the law requires to be kept (for example accounting records).
8.6. As a customer, the Client may receive from Serious Business, at the e-mail addresses it provided, information about services similar to those contracted, under Article 12(2) of Romanian Law no. 506/2004. The Client may unsubscribe free of charge at any time, from each message, in e-Client or by e-mail to office@serious.ro.
8.7. The Client does not use the information it obtains about the contractors, methods, technology or quality system of Serious Business for any purpose other than the Project.
9. INTELLECTUAL PROPERTY
9.1. The rights in the Source Documents remain with the Client or their owners. The Client warrants that it is entitled to have the Source Documents translated, adapted or reproduced and indemnifies Serious Business against any third-party claim relating to them.
9.2. Upon full payment of the price, Serious Business transfers to the Client the economic copyright in the Deliverables (reproduction, distribution, communication to the public, adaptation and any other use), exclusively, for the whole term of protection, for all territories and by any means, the remuneration for this assignment being included in the price of the Services. Until full payment, the Client may use the Deliverables only to check them. Serious Business ensures that it holds from its contractors the rights needed for this assignment.
9.3. The methods, processes, tools and know-how of Serious Business remain its property. Translation memories and glossaries created for the Client are used only for the Client's projects and are made available to it on request.
10. FINAL PROVISIONS
10.1. The contract is governed by Romanian law.
10.2. The Parties try to settle any dispute amicably within 15 days of written notice. Otherwise the dispute is settled by the competent courts of Argeș County, Romania.
10.3. Notices are given in writing, including by e-mail, to the addresses in the Offer or in e-Client.
10.4. The Client may not transfer its rights and obligations under the contract without the written consent of Serious Business.
10.5. If any clause is held invalid, the other clauses remain valid and the Parties replace it with a valid clause as close as possible to their intention.
10.6. If the Offer is issued in more than one language, the Romanian version prevails.
10.7. Expressly accepted clauses. By confirming the Offer, the Client declares that it has read and expressly accepts, within the meaning of Article 1203 of the Civil Code, the following clauses: 2.5 (exclusion of the Client's general terms), 3.4 (no liability for delays of up to 2 Business Days), 4.2 (5 Business Days for complaints), 5.6 (right of suspension), 6.2 (penalty clause), 7.1 (limitation of liability) and 10.2 (courts of Argeș County).