General Terms and Conditions
of Sale and Service Provision – B2B
Purpose and Scope
These General Terms and Conditions of Sale and Service Provision (GTC) apply to all orders and purchases made from networx konnekt it srl, including but not limited to hardware, software, managed services (e.g. MSP), and cloud services provided directly by networx konnekt it srl or through third-party partners.
Definitions
NKI: networx konnekt it srl, with registered office at 200185 Craiova (DJ), strada Craiovita 47, Romania, VAT ID RO24235748 and EUID ROONRC.J16/1460/2008, hereinafter referred to as NKI.
Client: Any legal entity or organization that purchases products or services offered by NKI. NKI does not provide or sell products and services to non-business (individual) customers.
Products: All tangible goods (e.g., hardware) and intangible goods including software and licenses sold by NKI to the Client, whether under perpetual or subscription terms.
MSP Services: Managed and proactive IT management and maintenance services including IT monitoring services provided by NKI on a recurring subscription basis.
Services: Support, consultancy, maintenance, and any other activity provided by NKI or third parties on behalf of NKI.
Cloud: The term 'Cloud' (or 'Cloud Computing') refers to the provision of computing resources (such as servers, storage, databases, networks, software, applications, and other services) via the internet ('the cloud'). These resources can be rapidly provisioned and released with minimal management effort or provider interaction. Cloud enables users to access data, applications, and services from any internet-connected device, offering flexibility, scalability, and efficiency. For security reasons, access may be geographically or IP-restricted or require encryption.
Datacenter: A 'Datacenter' is a physical facility where servers and other hardware components required for delivering cloud computing, data storage, and related IT services are hosted. Datacenters are equipped with high-security power, cooling, and communication systems to ensure operational continuity and data protection. They may be operated directly by the data owner or by third-party hosting/cloud providers.
Cloud Services: Outsourced IT products and services based on cloud infrastructure, provided by NKI or through third parties. These services may be managed (CSP - Cloud Service Provider) or self-managed by the client.
Refurbished Hardware: Used and refurbished hardware classified based on wear level. Some components may be replaced with new parts. Warranty conditions applicable to new products do not apply.
Licenses: Authorizations or rights to use software products or services provided by NKI or by third-party vendors and made available to the Client under specific terms, limitations, and validity periods defined by the respective provider. For third-party software or services, the applicable license terms and conditions of the original provider apply, as published by the provider or on its official website. Licenses are typically granted for a limited duration and may require renewal to continue lawful use. Failure to renew, non-payment, or violation of the applicable license terms results in the automatic termination of the right to use the affected software or service. NKI does not control, extend, or modify the validity or enforcement of third-party licenses.
Relicensed Software Licenses: Relicensing refers to the acquisition of software from entities that are themselves purchasers from the original copyright holder or other resellers. This practice is validated by the CJEU judgment of July 3, 2012 (Case C-128/11 – the 'Oracle case'). Applicable regulations may vary by product and will be defined on a case-by-case basis.
Fees / Subscriptions: Recurring payments for continued access to products or services, determined by the sales agreement or by the applicable provider’s conditions.
Courses: Professional and educational training offered by NKI, either online, in person, or at the client’s location.
Data: Refers to any commercial and/or personal, public or private information processed by the Client in relation to purchases and orders made from NKI.
Service Activation Date: The date on which the ordered service is made available to the Client by NKI, regardless of whether the Client has completed setup or begun usage. This may be communicated explicitly or inferred from service provisioning (e.g., account creation, access credentials, software delivery). Billing and contract terms begin on this date unless otherwise agreed.
Service Deactivation Date: The effective date on which a service is formally terminated or suspended by NKI or the Client following cancellation, contract expiration, non-payment, breach of contract, or mutual agreement. The Service Deactivation Date determines the end of operational access to the service but does not affect the applicable billing period, fees already invoiced, or payment obligations accrued prior to deactivation, unless expressly agreed otherwise in writing. After this date, access to the service is revoked, and data may be deleted in accordance with applicable retention policies and legal obligations.
Retention Policy: A Retention Policy defines the duration and conditions under which data stored or processed by NKI on behalf of the Client is preserved after service termination, suspension, or deactivation. Unless a specific Retention Policy is agreed in writing or defined within the scope of a service contract, NKI has no obligation to retain, archive, or recover any data beyond the Service Deactivation Date, and all such data may be permanently deleted without notice.
Working Days: Weekdays from Monday to Friday, excluding official public holidays. Unless otherwise specified, all contractual deadlines, support times, and billing periods are calculated in Working Days.
Business Hours: NKI’s standard business hours are from 10:00 to 18:00 (EET/EEST) on Working Days. Requests received outside Business Hours are deemed received on the next Working Day, unless otherwise agreed or stated in a specific SLA.
Maintenance Window: A predefined timeframe during which NKI may perform planned maintenance activities, updates, or infrastructure upgrades. These windows are typically scheduled outside Business Hours to minimize service disruption. Clients will be notified in advance, unless urgent or critical updates are required.
Incident Response Time: The timeframe within which NKI acknowledges a reported service issue or outage, measured from the moment of proper notification during Business Hours. Response time is distinct from resolution time and is subject to SLA agreements where applicable.
Resolution Time: The timeframe within which a reported issue is resolved, or a workaround is provided. Resolution time may vary depending on the issue’s severity and is subject to SLA commitments if applicable.
Administrative Rights: Any form of privileged, root, superuser, system-level, or equivalent access that allows modification of system configuration, security settings, users, permissions, services, software, data paths, or infrastructure components, whether obtained directly, indirectly, intentionally, unintentionally, or through third parties.
Transnational Applicability and Language
These General Terms and Conditions are originally drafted in English. The parties agree that the English version shall be considered legally binding for all contractual and legal purposes. In case of translations into other languages, the English version shall prevail. These conditions apply to all international territories in which NKI operates. The localized versions are provided for informational purposes only.
Acceptance of These General Terms
All commercial relationships between NKI and Clients are exclusively governed by these General Terms and Conditions unless expressly modified by specific conditions agreed upon in writing with NKI.
These General Terms and any special conditions are deemed accepted by the Client even if they differ from the Client’s own purchase conditions. The latter will only bind NKI if expressly accepted in writing.
Any person acting on behalf of the Client shall represent and bind the Client with respect to NKI.
In the case of resold products and services the terms of the original producer and provider are established. The client accepts those terms in a transitive way.
Prices
All listed prices are exclusive of VAT, taxes, and duties and do not include shipping, installation, commissioning, support, management, or maintenance costs, unless expressly agreed in writing. Orders, even if confirmed, are considered accepted subject to potential price increases imposed by suppliers or arising from circumstances beyond NKI's control. In such cases, NKI is entitled to proportionally adjust the sale prices charged to the Client. In case of a price increase of more than 5% between the order confirmation date and the actual delivery date, the Client will be informed and may cancel the contract by giving written notice within 5 days.
Retention of Title
The goods supplied remain the property of NKI until full payment for the supply and related implementation services has been made.
Client’s Responsibility for System Security
The Client is solely responsible for securing its systems, devices, and access credentials. NKI shall not be liable for any breach or data loss resulting from inadequate client-side security or credential misuse.
Delivery Conditions
Delivery methods, at the client's choice, may include:
- Pickup at NKI headquarters
- Delivery and/or installation at the client's site by an NKI technician, with associated costs (see service rates); Service limited to service coverage areas
- Courier or postal delivery at the client’s expense.
Each individual order or delivery is considered autonomous and independent of any other order or delivery. NKI reserves the right to fulfill orders through partial deliveries. If the Client intends to refuse a partial delivery, they must declare so in writing in advance. NKI reserves the right not to accept an order requiring complete and single delivery unless expressly confirmed in writing. If delivery becomes impossible or significantly more burdensome due to causes beyond its control, NKI may terminate the contract by simple written notice. Unless the Client has previously stated to only accept full order delivery, they may not refuse or delay payment for partially fulfilled orders. Delivery is at the customer's risk and expense from NKI's warehouse (EX-WORKS). The buyer must verify any defects or malfunctions upon delivery and report them in writing promptly, keeping the original packaging. NKI is not liable for delays due to direct responsibility of carriers or suppliers.
Informational and Visual Material
Any images, diagrams, icons, illustrations, screenshots, videos, or other visual or descriptive materials published on NKI websites, portals, documentation, or marketing materials are provided for informational and illustrative purposes only.
Such materials do not constitute a binding description of products, services, configurations, performance, delivery methods, or technical implementations.
The actual appearance, configuration, scope, components, delivery method, and operation of products and services may vary depending on technical constraints, contractual agreements, supplier conditions, security requirements, regulatory obligations, or operational decisions.
No visual or descriptive material shall be interpreted as a guarantee, warranty, or commitment unless expressly confirmed in writing within a binding commercial offer, contract, or Service Level Agreement (SLA).
No Reliance Clause
The Client acknowledges that purchasing decisions shall be based exclusively on the contractual documentation, offers, and agreements executed with NKI, and not on website content, marketing materials, or visual representations.
Subscription and Service Contract Conditions
Duration: Unless otherwise agreed in writing or specifically stated in the offer, the minimum service duration is 12 months, even with shorter installment payment schedules. A monthly or quarterly price refers to the payment and not to the service duration.
Renewal: Services are automatically renewed for an additional 12 months unless written cancellation with receipt confirmation is provided at least 60 days before the annual expiration (end of original activation month).
Price Adjustment: Periodic fees may be subject to increases based on the Eurostat HICP inflation index without prior notice.
Service Migration: Services transferable to another provider may only be migrated after full payment.
Non-Payment: Non-payment authorizes NKI to suspend or cancel services after 15 days from invoice due date, with no liability for resulting damages.
Ownership: Services such as domains may revert to the provider in the event of non-payment.
Early Termination: In the event of early cancellation or termination by the Client for any reason, the Client remains liable for payment of the full annual fee, even if such fee was originally agreed to be paid in monthly or quarterly installments. Suspension, deactivation, non-use, or reduced use of the service does not entitle the Client to any fee reduction, discount, credit, or pro-rata refund..
Billing: Billing starts from the Service Activation Date, even if the Client delays configuration or usage.
No Partial Termination: The Client is not entitled to partially terminate, suspend, reduce, or withdraw individual components, services, licenses, resources, or sub-elements of a bundled service, subscription, or contract. Any cancellation, termination, or withdrawal shall be deemed to apply to the entire contractual scope agreed for the applicable service period. Partial suspension, non-use, or reduction of individual components does not entitle the Client to any fee reduction, pro-rata refund, credit, or billing adjustment.
Repair, Consulting, and Support Conditions
Unless contractually agreed in writing, technical support requests do not obligate NKI to provide guaranteed repair or restoration times. NKI may perform repairs at its facility, return to the manufacturer, or send to third-party repair centers. Collection and shipping costs are the client’s responsibility. Verbal, phone, or email consulting services carry no liability for potential malfunctions or damages. Such services are billed according to the consulting rate card. NKI operates strictly by appointment. The rate card outlines surcharges for urgent or out-of-hours services. Each service call includes a handling fee based on the requested intervention timeline, as detailed in the service rate table.
Unless otherwise stated in a specific SLA or contract, NKI provides services on a best-effort basis with no guaranteed response or resolution time.
Payment Conditions
Unless otherwise stated in writing or in a specific offer, payment must be made in advance by bank transfer. Deposits paid by the Client are considered as advance payments and not as a deposit guarantee. In the event of contract non-fulfillment by the Client, NKI may retain the deposits paid, without prejudice to further damages. Amounts due are net and not subject to additional discounts. For shipments refused, a fee of EUR 50.00 will be charged, plus any agreed shipping costs. Payment commissions, such as those for credit cards or online payment services like PayPal, are borne by the client.
Invoice Complaints
Any complaints regarding invoices issued by NKI must be submitted in writing within 10 days of receiving the invoice. Failure to do so will result in the invoice being considered accepted without reservation. No complaint shall justify a delay or non-payment. In case of contract breach by the Client, a fixed damage compensation equal to 30% of the total sale price shall be due, without prejudice to further damages.
Missed Payments
Failure to pay an invoice or debit note on time, any request to defer payment, or any act of default by the Client will cause the agreed payment terms to lapse. NKI's receivables shall become immediately due and payable. NKI may suspend delivery of products not yet delivered. Failure to pay even one invoice authorizes NKI to terminate all ongoing contracts or supplies with simple written notice. Each order, delivery, or service is autonomous and independent of others. Disputes shall not entitle the Client to suspend payments of undisputed or unrelated invoices. Partial delivery or incomplete service does not justify non-payment. NKI may issue partial invoices as deliveries/services are performed. Payment for products cannot depend on the completion of accessory services like installation. Non-payment of subscription fees authorizes NKI to suspend or cancel services after 15 days of overdue payment, with no liability for consequences. Late payments will incur interest at the ECB rate plus seven points, and banking fees.
Joint Liability
If the Client requests invoices or debit notes to be issued in the name of a third party, both the Client and the third party are jointly and severally liable for payment and obligations arising from the general and specific contractual conditions.
GDPR and Data Processing Agreement (DPA)
NKI guarantees the protection of personal data in accordance with the GDPR and applicable regulations. Details on how data is processed can be found in NKI’s Privacy Policy, available on its website or upon request via email. If NKI acts as Data Processor, the Client (as Data Controller) must sign a DPA in compliance with Article 28 of the GDPR (EU Regulation 2016/679).
Third-Party Products and Services
Definition and Scope: The Company acts as an authorized reseller of third-party products and services, including, but not limited to, Microsoft Office 365. These products and services are subject to the terms and conditions imposed by the respective manufacturers or suppliers ("Supplier Conditions"). Acceptance of Supplier Conditions: By purchasing, using, or accessing such products and services through the Company, the Client agrees to be bound by the Supplier Conditions. These may include license terms, data use, privacy, and warranties that are independent of these GTCs. Availability and Modifications: Supplier Conditions are available on the respective websites or upon request prior to purchase. The Company has no control over, and is not liable for, any changes made by the Suppliers to their conditions. Limited Responsibility: The Company is not responsible for third-party products and services, including their compliance with descriptions or the Client's expectations. Any claim related to third-party products or services must be addressed directly to the Supplier. Support: While the Company may provide initial assistance to facilitate access, technical support and warranty issues fall under the Supplier Conditions. Indemnification: The Client agrees to indemnify and hold NKI harmless from any claims, losses, liabilities, damages, or expenses (including legal fees) arising from the use of third-party products and services in violation of Supplier Conditions.
Liability and Limitations
NKI is not responsible for disruptions or malfunctions in services provided by third parties. For purchased goods, the manufacturer warranties apply. Support services and warranties are provided by the respective manufacturer’s service centers. NKI’s legal representatives and staff disclaim any liability except in cases of intent or gross negligence. The Client is solely responsible for the results of actions taken based on NKI’s assistance or consultancy. Incompetence of assigned personnel only entitles the Client to a replacement with qualified staff. No liability is accepted for actions done at the Client’s explicit request that do not comply with NKI's standard procedures. NKI is not liable for data loss, theft, or breaches caused by the Client’s failure to comply with security regulations or misuse of NKI’s solutions. If found liable for non-performance, NKI’s liability is limited to 10% of the product’s sale price, unless in cases of fraud or gross negligence. The Client agrees NKI is not liable for any service interruption, malfunction, data loss, or economic loss arising from use or inability to use the services. No compensation, reimbursement, or indemnity will be owed, even in case of technical failure or error. Clients must adopt their own backup procedures. NKI will not be responsible for backup failures or force majeure. If NKI is tasked with backup services, it shall not be liable for any resulting data loss. NKI shall not be held liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, acts of government, pandemic, cyberattacks, power failure, labor disputes, or supplier failures.
The Client is solely responsible for exporting or securing their data prior to service termination. NKI disclaims all liability for data loss resulting from service deactivation or lack of an agreed retention policy. Where backup services are provided, they are subject to the limitations and conditions of the agreed plan and do not guarantee recovery of deleted, corrupted, or outdated data unless expressly stated.
Administrative Rights
Administrative Rights and Responsibility: For services classified as Managed Services, NKI retains exclusive administrative rights and control over the managed systems for the duration of the service. The Client shall not create, enable, request, obtain, or use any Administrative Rights on managed systems, nor allow third parties to do so, without prior written authorization from NKI. Any existence or use of Administrative Rights by the Client or by third parties designated or enabled by the Client, regardless of how such access was obtained, shall result in the automatic transfer of operational responsibility for the affected systems to the Client. In such cases, all Service Level Agreements (SLA) applicable to the affected services shall automatically lapse, and NKI shall provide services, if requested, strictly on a best-effort basis only, without guaranteed response times, resolution times, availability commitments, or performance targets. NKI shall not be liable for any malfunction, service interruption, security incident, data loss, compliance issue, or degradation arising after Administrative Rights have been obtained or exercised by the Client or third parties. SLA commitments may be reinstated solely at NKI’s discretion after verification that all Administrative Rights have been revoked and system integrity has been fully restored. Service Level Agreements apply exclusively to systems under NKI’s sole administrative control.
Cloud Infrastructure – Administrative Access Restriction: For services provided on infrastructure owned, operated, hosted, controlled, or otherwise bound — directly or indirectly — to NKI, including cloud platforms, datacenters, virtualized environments, and upstream provider infrastructure, Administrative Rights are not available to the Client under any circumstances, whether directly or indirectly. Such restrictions are mandatory, non-negotiable, and required to ensure security, regulatory compliance, operational integrity, and adherence to the policies of upstream providers, cloud operators, and datacenter partners. Any request for Administrative Rights on NKI-managed or NKI-bound cloud or hosted infrastructure shall be deemed incompatible with the managed service model and may only be addressed through service termination and migration to a Client-managed or on-premise solution, subject to applicable contractual conditions and fees.. Shared or delegated administrative access is not supported in managed cloud environments.
Migration, Exit and Service Termination
Upon service termination, expiration, or cancellation — for any reason — any technical activities required to disengage, migrate, export, separate, or dismantle services, systems, data, configurations, or dependencies managed by NKI shall be performed exclusively by NKI or under NKI’s supervision, for security, compliance, and integrity reasons. Such activities are not included in standard service fees and shall be billed separately at NKI’s applicable professional service rates, unless expressly agreed otherwise in writing. This applies in particular, but not limited to, cases involving shared infrastructure, cloud environments, managed on-premise systems, integrated services, or any scenario where credentials, access rights, configurations, or resources are shared or controlled by NKI or its partners. The Client acknowledges that service termination does not entitle it to free migration, free technical separation, or free transfer of configurations, integrations, or operational dependencies..
Termination for Convenience
NKI reserves the right to terminate any contract for convenience by providing 30 days written notice, without liability beyond outstanding deliverables and payments.
Confidentiality and Non-Disclosure (NDA)
Both Parties agree to treat as strictly confidential all business, technical, operational, financial, and commercial information – whether oral, written, or digital – obtained during the contractual relationship. Each Party agrees to: not disclose such information to third parties without prior written consent; not use it for purposes beyond the contract; take necessary steps to prevent unauthorized disclosure. This obligation extends to employees, partners, consultants, subcontractors. The Client specifically agrees not to disclose NKI’s technical configurations, scripts, documentation, manuals, software, methodologies, or pricing conditions. Exemptions: information already public, made public without breach, or disclosed under legal obligation. Confidentiality obligations shall survive for five (5) years after contract termination.
Intellectual Property and Usage Rights
All intellectual and industrial property rights over software, scripts, configurations, tools, procedures, know-how, and technical solutions developed or supplied by NKI – even if tailored to Client needs – remain exclusively with NKI. No part of the delivered materials may be copied, transferred, altered, reused, or disclosed without written authorization. Usage rights are non-exclusive, non-transferable, revocable, and for internal Client use only, for the duration of the contract. This does not entail any transfer or license of IP rights, nor economic exploitation rights. Innovations or improvements arising during service delivery shall be considered NKI business inventions. Reverse-engineering or replication is strictly prohibited and may result in contract termination and damages.
Prohibition of Misuse and Unfair Competition
The Client agrees not to use NKI’s configurations, infrastructure, documentation, or methods beyond the scope of the contract. Specifically, the Client is prohibited from: reusing or replicating NKI-developed solutions even with minor changes; providing competitors access to NKI’s materials; or commercially exploiting NKI’s solutions to compete with it. Violations will result in immediate termination and full damage compensation.
Export Control & Sanctions Compliance
The Client agrees to comply with all applicable export control laws and regulations and confirms that the products/services will not be used, directly or indirectly, in any manner that violates applicable EU, U.S., or other international sanctions or embargoes.
Acceptable Use Policy (AUP)
The Client agrees to comply with NKI’s Acceptable Use Policy (AUP), which defines prohibited uses of NKI's services and infrastructure. The AUP may be published separately and is considered an integral part of these General Terms and Conditions. In addition, the Client agrees to comply with the acceptable use and service conditions imposed by third-party suppliers and providers, including but not limited to cloud, email, and software service vendors. NKI reserves the right to suspend or terminate services in the event of actual or suspected violations of its own AUP or the AUP of any upstream provider. Copies of applicable supplier policies are available upon request or can be found on the respective providers’ websites.
Miscellaneous
We reserve the right for typographical errors or technical omissions.
Notice and Communication Method
All notices under these GTCs must be submitted in writing via email with confirmation of receipt, registered post, or other trackable delivery method.
Jurisdiction and Governing Law
In accordance with Article 25 of EU Regulation No. 1215/2012 (Brussels I-bis), the exclusive place of jurisdiction for any dispute arising from or in connection with this contract shall be the Court of Craiova, Romania. The applicable law shall be Romanian law. In case of inconsistencies between translations, the English version shall prevail.
Amendments to the GTCs
NKI reserves the right to modify these General Terms and Conditions at any time, with immediate effect upon publication of the updated version.
Last Update
These General Terms and Conditions were last updated on December 26, 2025.