Standard Service Agreement — Grownected
AI, Automation & Software Development Services
This Standard Service Agreement (“Agreement”) governs all AI, automation, software development, and related services provided by IDACOS DIGITAL SRL, trading as “Grownected”, a Romanian limited liability company with its registered office at sat Loloiasca nr. 217, comuna Tomșani, județul Prahova, postal code 107616, Romania, registered with the Trade Register under number J29/1676/2020, unique tax registration number RO43078011 (“Provider”), to the business entity identified in an approved proposal, statement of work, or order form (“Client”).
Each written proposal approved by Client (each, a “Proposal”) is incorporated into and governed by this Agreement. In the event of conflict, the Proposal controls with respect to scope, pricing, timelines, and expressly stated benchmarks, subject to the limitations and conditions set forth herein.
1. Services & Scope
Provider will design, configure, implement, develop, and/or maintain AI agents, automation systems, integrations, AI-assisted workflows, custom software, and related operational infrastructure as described in the applicable Proposal (“Services”).
Only Services expressly described in the Proposal are included. Any additional work requires written approval and may result in additional fees or adjusted timelines.
Provider is not obligated to perform work outside the agreed scope without such approval.
1A. Execution Autonomy
Provider retains discretion over technical implementation, automation sequencing, workflow logic, system architecture, subcontractor utilization, tool selection, and operational execution necessary to achieve the objectives stated in the applicable Proposal.
Client approval applies to strategic positioning, messaging direction, brand representation, and functional requirements, but does not extend to micro-management of system architecture, codebase decisions, or execution methodology.
2. Client Responsibilities
Client agrees to provide timely:
- System access and credentials
- Required data, assets, and approvals
- Messaging content and positioning approvals
- Technical inputs and domain knowledge necessary for configuration
- Cooperation necessary for execution and testing
Delays, inaccuracies, or performance limitations caused by Client inaction, incomplete inputs, deliverability issues, or third-party dependencies are not the responsibility of Provider.
If Client is unresponsive for seven (7) consecutive days, Provider may pause Services, extend timelines, or deem affected deliverables complete based on work performed.
3. Fees & Payment
Fees, billing structure, and payment schedules are defined in the applicable Proposal. All fees are exclusive of VAT, which shall be added where applicable in accordance with Romanian law.
Unless otherwise stated, implementation fees are due prior to commencement of work. Ongoing retainers renew monthly unless otherwise specified.
Fees are earned upon commencement of Services, including allocation of personnel and system resources.
Client remains responsible for all third-party software, platform, API, model, hosting, and usage fees required for operation — including, without limitation, cloud infrastructure, AI model consumption (tokens, API credits), CRM seats, automation platform subscriptions, and domain or email infrastructure fees. Third-party costs are non-refundable.
Late or unpaid invoices may result in suspension of Services. Overdue amounts may accrue statutory late-payment interest from the due date until full payment.
Provider reserves the right to modify pricing structures, packaging, and service offerings for future engagements. No prior proposal, conversation, or negotiation establishes precedent for subsequent agreements.
4. Change Requests
Material changes to scope, integrations, workflow logic, data models, or platform requirements may require additional configuration and fees. Provider is not responsible for rework resulting from Client-requested changes.
5. Build Completion
“Build Completion” occurs when the system materially performs in accordance with the specifications stated in the Proposal at time of delivery.
Subsequent platform updates, third-party API changes, model deprecations, or Client-side modifications do not constitute non-performance.
6. Ongoing Services
If applicable, ongoing services (including retainers, managed services, support, and monitoring) renew on a month-to-month basis unless otherwise defined in the Proposal. Cancellation requires written notice and takes effect at the end of the current billing period.
Retainer fees are non-refundable once services for that billing period have commenced.
If a Proposal specifies an Initial Commitment Period, Client may not terminate for convenience during that Initial Commitment Period. Fees for that period remain due and non-refundable once Services commence.
7. Performance Guarantees & Limited Remedy
Provider does not guarantee revenue, profit, ROI, sales conversions, business outcomes, or specific AI model accuracy.
7A. Benchmark-Based Guarantees
All stated benchmarks, where included in a Proposal, apply only during the defined Benchmark Period; are measured using Provider-controlled analytics; exclude spam, automated responses, and bot traffic; and are conditioned upon Client maintaining required access and compliance.
If a stated benchmark is not achieved, Client’s sole remedy shall be (a) a refund of management fees for the Benchmark Period, or (b) an extension of Services not to exceed thirty (30) days, at Provider’s election.
7B. Lead-Based Compensation
Where a Proposal includes lead-based compensation, a “Lead” is a unique individual who responds affirmatively and expresses explicit interest. Spam, bot responses, automated replies, out-of-office responses, and duplicates do not qualify.
Disputes regarding lead validity must be submitted in writing within five (5) business days of delivery.
7C. Meeting-Based Compensation
Where a Proposal includes meeting-based compensation, a “Qualified Meeting” is defined exclusively by the criteria in the applicable Proposal. A meeting is earned when booked, occurred, and attended. Disputes must be submitted within five (5) business days of invoice issuance.
8. System Functionality Warranty
Provider warrants only that the system will materially perform as described in the Proposal at time of delivery. Provider does not warrant ongoing performance affected by third-party changes, Client modifications, model updates, or improper usage.
9. AI-Assisted Systems
AI outputs may contain errors, hallucinations, or biased results, and may vary between executions. Client remains solely responsible for review, supervision, compliance, and final use of any generated outputs. Provider does not provide legal, accounting, medical, tax, financial, or regulatory advice through AI-generated content.
Client is responsible for ensuring any use of AI outputs complies with applicable law, including the EU AI Act where relevant, and for implementing appropriate human-in-the-loop safeguards where required by context.
10. Third-Party Platforms
Provider is not responsible for third-party outages, suspensions, pricing changes, API deprecations, rate limiting, model retirements, or policy enforcement actions by platforms including, without limitation, OpenAI, Anthropic, Google, Meta, n8n, GoHighLevel, cloud providers, CRM vendors, and similar services.
11. Intellectual Property
Upon full payment, Client owns the custom deliverables created specifically under the applicable Proposal.
Provider retains ownership of pre-existing materials, frameworks, automation methodologies, prompt libraries, templates, code libraries, architectural patterns, processes, and general know-how, including any improvements thereto made during the course of performing the Services.
Open-source and third-party components incorporated into deliverables remain subject to their respective licenses, which shall be disclosed upon request.
11A. License Election & Buyout
Where a Proposal includes a buyout provision for Provider’s pre-existing materials or methodologies, such option is governed exclusively by the Proposal terms. All buyout elections must be documented in writing as an amendment.
11B. Non-Circumvention
Client shall not solicit or engage any subcontractor, employee, or freelance collaborator introduced through Provider for twenty-four (24) months after termination of this Agreement without Provider’s prior written consent.
11C. No Exclusivity
Nothing in this Agreement grants Client exclusivity unless expressly stated in the applicable Proposal. Provider may deliver similar Services to other clients, including within the same industry or vertical.
12. Confidentiality
Each party will protect the other’s confidential information and use it solely for performance of Services. Confidential information does not include information that is publicly available, independently developed, or lawfully obtained from a third party. These obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets, which remain protected for as long as they qualify as such under applicable law.
13. Data Protection & Compliance
Client is responsible for compliance with applicable data protection, marketing, and consumer protection regulations — including, without limitation, Regulation (EU) 2016/679 (“GDPR”), Directive 2002/58/EC (ePrivacy), and any local implementing legislation.
Where Provider processes personal data on behalf of Client in the course of delivering the Services (for example, personal data of Client’s customers, leads, or end-users flowing through automation workflows, CRM integrations, or custom software built by Provider), the parties shall enter into a separate Data Processing Agreement (“DPA”) pursuant to Art. 28 GDPR. In the absence of a signed DPA, Provider’s standard DPA terms shall apply by default.
Client warrants that it has obtained all necessary consents, legal bases, and disclosures required to share personal data with Provider and with any sub-processors engaged by Provider for the purpose of delivering the Services.
All aggregated analytics, anonymised usage data, and derivative reporting generated by Provider in the course of delivering Services remain Provider’s exclusive property.
14. Subcontractors & AI Sub-Processors
Provider may use subcontractors, freelance collaborators, and third-party AI and automation sub-processors (including, without limitation, large language model providers, automation platforms, and cloud infrastructure providers) to deliver the Services. Provider remains responsible for Services delivered under this Agreement.
A current list of AI sub-processors and material subcontractors used in connection with a specific engagement shall be made available to Client on request, and — where Provider acts as a data processor — in the DPA referenced in Section 13.
15. Suspension & Termination for Cause
Provider may suspend or terminate this Agreement immediately if Client:
- fails to provide access required to perform the Services;
- requests illegal, unethical, or regulation-violating actions;
- interferes with performance;
- engages in abusive or harassing conduct toward Provider’s personnel;
- uses the Services to distribute spam, phishing, malware, or otherwise unlawful content;
- fails to cure payment default within five (5) days of written notice.
16. General Termination
Either party may terminate this Agreement for convenience with thirty (30) days’ written notice, subject to any Initial Commitment Period set out in the applicable Proposal. Fees paid after commencement of Services are non-refundable.
On termination, Provider shall, on written request, return or delete Client’s data within a reasonable period, save where retention is required by applicable law.
17. Limitation of Liability
To the maximum extent permitted by applicable law, Provider shall not be liable for indirect, incidental, consequential, special, punitive, or lost-profit damages, loss of data, loss of business, loss of goodwill, or cost of substitute services. Provider’s total aggregate liability arising out of or related to this Agreement shall not exceed the fees actually paid by Client under the applicable Proposal in the six (6) months preceding the event giving rise to the claim.
Nothing in this Agreement limits either party’s liability for fraud, wilful misconduct, gross negligence, or any other liability that cannot be excluded or limited under applicable law.
18. Indemnification
Client agrees to indemnify, defend, and hold harmless Provider from and against any claims, losses, damages, and expenses (including reasonable legal fees) arising from:
- Client-provided content, data, or materials;
- Client’s failure to obtain required consents or provide required disclosures;
- Client’s violation of third-party terms of service;
- Misuse of systems built or delivered by Provider;
- Client’s regulatory non-compliance, including under GDPR and applicable marketing laws.
19. Billing Disputes & Chargebacks
Client must notify Provider in writing of any billing dispute and allow fifteen (15) days for resolution prior to initiating any chargeback or reversal with a payment provider. Initiating a chargeback without following this process constitutes a material breach of this Agreement.
20. Governing Law & Jurisdiction
This Agreement is governed by the laws of Romania, excluding its conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods.
Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the Romanian courts competent at the registered office of Provider, without prejudice to any mandatory consumer-protection provisions that may apply.
21. Entire Agreement; Force Majeure
This Agreement, together with each applicable Proposal and any signed DPA, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, representations, and agreements.
Neither party shall be liable for delays or failures in performance caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, strikes, pandemics, government actions, internet or telecommunications failures, or third-party platform outages.
End of Agreement