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Terms of Service

Last updated: February 2026

These Terms of Service (“Terms”) govern your use of the services provided through SystemTrails. By purchasing or using our services, you agree to these Terms. Please read them carefully.

1. Service Provider

SystemTrails is a brand operated by Dan Podina, sole proprietor, trading as GQLTeam, registered in Romania. We offer our Services to clients worldwide.

Contact:

2. Services

SystemTrails provides software architecture consulting and advisory services (“Services”) as described on our website and in individual Statements of Work (“SOW”). Services include, but are not limited to:

  • Free recorded teardowns of AI-built products
  • Fixed-scope hardening sprints (fixes plus documentation, tests, and runbooks)
  • Ongoing senior oversight retainers
  • Technical due-diligence reads for investors and acquirers

The precise scope, deliverables, timeline, and fees for each paid engagement are agreed in writing before the engagement begins — by the written sprint scope derived from your teardown, or by a signed Statement of Work.

3. Engagement and Acceptance

  • Free teardown: No contract is formed — the teardown is provided free of charge, with no obligation on either side.
  • Fixed-scope engagements (e.g., Hardening Sprint, Due-Diligence Read): The engagement begins when the written scope is agreed and the invoice is paid.
  • Custom engagements and retainers: The engagement begins upon mutual agreement of a Statement of Work signed by both parties.
  • If there is a conflict between these Terms and a signed SOW, the SOW takes precedence for that specific engagement.

4. Right of Withdrawal (EU/EEA Consumers)

If you are a consumer located in the European Economic Area (EEA) — meaning a natural person acting outside of your trade, business, or profession — you have the right to withdraw from the contract within 14 calendar days from the date of purchase, without giving any reason. This right is granted under EU Directive 2011/83/EU and Romanian Government Emergency Ordinance No. 34/2014 (OG 34/2014).

To exercise this right, notify us by email at [email protected] with a clear statement of your decision to withdraw.

Exceptions: If you have explicitly requested that work begin before the withdrawal period expires (e.g., by granting code access or attending the kickoff call), and you acknowledge that you will lose the right of withdrawal once the service has been fully performed, the withdrawal right may be limited to the portion of the service not yet delivered.

If you withdraw before any work has started, you will receive a full refund within 14 days of receiving your withdrawal notice.

Clients outside the EU/EEA: This statutory withdrawal right does not apply to you, but you are fully covered by our general Refund Policy, which provides equivalent protection (full refund before work begins, partial refund after).

5. Pricing and Payment

  • All prices displayed on the website are in USD.
  • Payment for fixed-scope engagements is due on invoice, before work begins, unless the written scope says otherwise.
  • Custom engagements and retainers may include milestone-based or monthly payment schedules as defined in the SOW.
  • Where card payment is offered, it is processed by Stripe Inc. and subject to Stripe’s Terms of Service.
  • You will receive a digital receipt or invoice for every transaction.

Taxes:

  • EU business clients (B2B): The reverse-charge mechanism applies where a valid VAT identification number is provided. No Romanian VAT is charged.
  • EU individual consumers (B2C): VAT may apply depending on applicable thresholds and regulations. If VAT is due, it will be shown on the invoice.
  • Clients outside the EU: No EU VAT is charged.
  • You may be subject to local taxes, duties, or currency conversion fees imposed by your bank, payment provider, or local tax authority. These are your responsibility.

6. Deliverables

  • Deliverables are provided in the format specified (PDF, Markdown, diagrams, shared documents, etc.).
  • Deliverables represent our professional opinion and analysis at a specific point in time. They are advisory in nature and do not constitute guarantees of system performance, security, uptime, or fitness for any particular purpose.
  • Ownership: You own the deliverables once payment is complete. You are free to use, share, and build upon them.

7. Confidentiality

  • We treat all code, data, infrastructure details, and system information shared with us as strictly confidential.
  • We will sign a mutual Non-Disclosure Agreement (NDA) upon request before accessing any code or sensitive information.
  • We will not share, publish, reference, or use your project information for marketing without your explicit written permission.
  • Confidentiality obligations survive the termination of the engagement.

8. Limitations of Service

Our Services are advisory only. Specifically:

  • Not a formal security audit or penetration test. Our reviews are architecture-level assessments, not compliance certifications (e.g., SOC 2, ISO 27001).
  • Not legal, financial, or regulatory advice. Consult qualified professionals for compliance, legal, and regulatory matters.
  • Not implementation. Unless explicitly included in an SOW, we provide reports, diagrams, and recommendations — not code changes.
  • Not a guarantee. Our recommendations are based on professional judgment and the information available at the time of the review. We cannot guarantee specific outcomes.

9. Intellectual Property

  • Your code stays yours. We claim no rights to your codebase, data, systems, or proprietary information. All access is temporary and purpose-limited.
  • Our methods stay ours. General analysis frameworks, templates, methodologies, and tools we use remain our intellectual property.
  • Deliverables are yours. Once paid in full, all custom deliverables produced for your engagement are yours to own and use without restriction.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

  • Our total aggregate liability for any claim arising from or related to the Services is limited to the fees actually paid for the specific engagement giving rise to the claim.
  • We are not liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost data, business interruption, or reputational harm.
  • This limitation applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise).

Nothing in these Terms limits liability that cannot legally be limited, including liability for fraud or willful misconduct.

11. Force Majeure

Neither party is liable for delays or failure to perform due to causes beyond their reasonable control, including but not limited to natural disasters, war, government actions, epidemics, internet outages, or third-party service failures. The affected party must notify the other party promptly and make reasonable efforts to mitigate the impact.

12. Cancellation and Refunds

Full details are available in our Refund Policy. In summary:

  • Before work begins: Full refund, no questions asked.
  • After work has started: Partial refund proportional to undelivered scope.
  • After full delivery: No refund.
  • Within 14-day withdrawal period (EU/EEA consumers only): As described in Section 4 above.

13. Modifications to Terms

We may update these Terms from time to time. The “Last updated” date at the top reflects the most recent revision. If changes are material, we will make reasonable efforts to notify existing clients.

Continued use of our Services after changes are published constitutes acceptance of the revised Terms.

14. International Applicability

Our Services are offered to clients worldwide. These Terms apply to all clients regardless of geographic location.

  • Where mandatory consumer protection laws of your jurisdiction provide rights that cannot be waived or limited by contract, those rights are preserved and take precedence over any conflicting provision in these Terms.
  • Nothing in these Terms is intended to exclude or limit rights granted to you by the mandatory laws of your country of residence.
  • Business clients (legal entities and individuals acting within their trade or profession) are not considered consumers, and consumer-specific protections (such as the EU right of withdrawal in Section 4) do not apply to them.

15. Governing Law and Jurisdiction

These Terms are governed by the laws of Romania, including the Romanian Civil Code and applicable EU regulations.

Any disputes arising from or relating to these Terms or our Services shall be resolved as follows:

  1. Amicable resolution: We will first attempt to resolve any dispute through direct discussion.
  2. EU/EEA consumers: If you are a consumer located in the EU/EEA and the dispute cannot be resolved amicably, you may file a complaint with the National Authority for Consumer Protection (ANPC) — www.anpc.gov.ro — or use the EU Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr.
  3. UK consumers: You may also use UK-approved alternative dispute resolution (ADR) services or contact the relevant UK consumer authority.
  4. Courts: If the dispute cannot be resolved through the above means, it shall be submitted to the competent courts in Cluj-Napoca, Romania.

Nothing in this section prevents you from exercising rights under the mandatory consumer protection laws of your own jurisdiction.

16. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

17. Entire Agreement

These Terms, together with any applicable Statement of Work, our Privacy Policy, and our Refund Policy, constitute the entire agreement between you and SystemTrails regarding the Services.

18. Contact

Questions about these Terms? Email us at [email protected].