<!-- source: openspec/changes/publish-legal-bundle/research/01-commercial-lawyer.md -->

# Rapoport Studio SRL — Terms of Service: Commercial Services & SaaS Counsel Report

**Author role:** Commercial Services / SaaS Lawyer (research + draft)
**For client:** Rapoport Studio SRL (Moldovan limited liability company, in formation)
**Surface:** `/terms` published on `rapoport.studio` (EN / RU / RO; EN controlling)
**Date:** 2026-05-13
**Status:** Draft for licensed Moldovan / EU counsel review. Not legal advice.

---

## 1. Executive summary

1. **Two streams, one ToS.** The studio sells (a) bespoke services and (b) access to AI tooling (Forge / Maestro / Muse). Commercially different — they need separate scope, IP, warranty, and liability-cap clauses. Single master doc, two demarcated sections.
2. **Telegram/WhatsApp intake is binding under MD/EN/RO law — don't pretend otherwise.** Define an explicit "Order Confirmation" moment (signed PDF estimate or written acceptance referencing the estimate). Preliminary chat is exploratory only and the ToS should say so.
3. **Governing law: Moldovan law + CICA Chișinău arbitration in English for ≥ EUR 10k; Chișinău state court for small claims < EUR 10k.** Rome I permits non-EU governing law for EU counterparties; Moldova's New York Convention membership gives outbound enforceability against EU/IL respondents; CICA is the institutional sweet spot. Full reasoning in § 3.11.
4. **Liability cap is tiered, not a single number.** Bespoke Services: 100% of engagement fees (EUR 5k floor). Tooling Access: 12 months fees paid (EUR 1k floor). IP indemnity super-cap: 2× the standard cap. Indirect/consequential damages excluded both ways. Standard 2025 SaaS market position.
5. **IP allocation: binary by category.** Client owns Foreground IP by present-tense assignment (work-for-hire fails outside US). Studio retains all Background IP (Forge/Maestro/Muse internals, prompts, templates) and licenses it perpetually to Client to the extent embedded in Deliverables. AI training on Client data prohibited absent consent.
6. **EUR by default; EU Late Payment Directive statutory interest (ECB ref + 8 pp) applies automatically.** Moldova transposed Directive 2011/7/EU; the studio cannot contractually undercut it.
7. **B2B-only. Declare it explicitly** to avoid accidental capture by EU consumer regimes (Directives 2019/770 and 2019/771), which would invalidate the "as-is" disclaimer and impose mandatory conformity standards.

---

## 2. Recommended ToS structure for Rapoport Studio

Numbered sections, in order of intended appearance. One-line purpose each.

1. **Introduction & Acceptance** — who Rapoport Studio is, who "you" is (B2B only), and how acceptance occurs.
2. **Definitions** — Studio / Services / Tooling / Deliverables / Engagement / Order Confirmation / Pre-existing IP / Background IP / Foreground IP / Client Materials / Authorised User / Confidential Information / Fees / Effective Date. Locked terms used throughout.
3. **Scope of Services** — what the studio offers, with the two-stream split (3.1 Bespoke Services / 3.2 Tooling Access).
4. **Engagement formation** — how a binding engagement comes into being via Telegram / WhatsApp / email intake → Order Confirmation. Defines the "writing" requirement, the role of signed estimates, and what is *not* an Order Confirmation (casual messages, screenshots, voice notes alone).
5. **Order of Precedence** — Order Confirmation > Statement of Work > ToS > public marketing pages.
6. **Authorised Users; Acceptable Use** — for any client-facing tooling: who may access, what they may do, prohibited uses (security testing, model exfiltration, illegal content, etc.).
7. **Fees, Invoicing, Payment** — EUR default, USD optional, milestone vs. monthly billing, Net 15 default, EU Late Payment Directive statutory interest, suspension rights, currency / FX, withholding tax, VAT.
8. **Intellectual Property** — the binary allocation, Studio Background IP licence, Foreground IP assignment to Client, Client Materials licence to Studio, open-source flow-through, Studio's right to retain anonymised general know-how, AI training carve-out (Studio will *not* train models on Client Confidential Information).
9. **Confidentiality** — mutual NDA-style clause; explicit hook for separate MNDA if the parties have signed one.
10. **AI-Specific Disclosures and Limitations** — *placeholder for AI Governance counsel.* Hook only. References § 8 IP and § 11 Warranties.
11. **Warranties; Disclaimers** — limited services warranty (workmanlike, conforming to written Statement of Work for 30/60/90 days); tooling provided "as is" *and* with statutory minimum conformity standards under Moldovan civil code for B2B; no warranty of uninterrupted operation, error-free, fitness for purpose beyond what's specified in the SoW.
12. **Indemnification** — mutual; Studio indemnifies for third-party IP infringement claims against Deliverables (subject to super-cap, see § 13); Client indemnifies for Client Materials, Client misuse, and breach of acceptable use.
13. **Limitation of Liability** — tiered cap by engagement type; super-cap for IP indemnity; carve-outs for fraud, wilful misconduct, gross negligence, breach of confidentiality, payment obligations; consequential damages excluded mutually.
14. **Term, Termination, Suspension** — engagement-by-engagement term, termination for convenience (notice period), termination for cause (30-day cure), termination for insolvency, suspension for non-payment, effects of termination (delivery of work-in-progress, repository handover, settlement of fees).
15. **Data Protection** — *placeholder for Privacy counsel.* Hook only. Names sub-processors at high level (Cloudflare, Supabase, Anthropic, OpenAI, Linear, GitHub) and refers to the separate DPA/SCC instrument.
16. **Force Majeure** — standard, with explicit inclusion of internet, cloud provider, or AI API unavailability events.
17. **Assignment** — restricted on Client side without consent; permitted on Studio side to affiliates / successors in a corporate transaction.
18. **Notices** — Telegram and email both recognised, with a fallback registered postal address; legal notices (claims, terminations) require either signed PDF over email *or* registered post.
19. **Governing Law, Jurisdiction, Dispute Resolution** — Moldovan law; CICA arbitration (Chișinău); language of arbitration English; carve-out for injunctive relief in any court of competent jurisdiction.
20. **Trade Sanctions and Export Controls** — required because of Moldova's geopolitical position and EU AI Act sanctioned-jurisdiction list; client warrants it is not a sanctioned party.
21. **Language** — published in EN/RU/RO; EN is the controlling version; translations provided for convenience only.
22. **Amendments** — ToS may change with 30 days' notice; in-flight engagements continue under the ToS version in force at Order Confirmation.
23. **Severability; No Waiver; Entire Agreement** — boilerplate.
24. **Effective Date; Version** — semver-tagged, document under `_legal/policies/terms-of-service.md` in repo, dated.

---

## 3. Key drafting recommendations

### 3.1 Definitions

Lock these terms or spend the next two years arguing over them. Key tight ones: **"Studio Background IP"** must explicitly enumerate Forge / Maestro / Muse internals, prompt libraries, agent definitions, design tokens, and methodology documents (`openspec/`). **"Foreground IP"** is the new output specifically and uniquely identified in the Order Confirmation. **"Order Confirmation"** is the load-bearing moment defined in § 3.3.

### 3.2 Scope — two-stream split

Bespoke Services stream: fixed engagement, SoW-driven, services warranty applies, Foreground IP assigned to Client. Tooling Access stream: subscription / metered, "as is" with statutory MD minimum, no IP transfer, Studio retains telemetry. Today only Bespoke is live, but draft both now — when Forge/Maestro/Muse get externally exposed you don't want to redraft under pressure.

### 3.3 Engagement formation — the load-bearing clause

**The problem.** Moldovan civil code permits informal formation ([Chambers MD 2025][chambers-md]); English courts have held WhatsApp exchanges can bind ([Osborne Clarke 2024][osborne-whatsapp]); Romanian law similarly recognises electronic communications. So lack of formal signature does not save the studio — it just leaves the bargain undefined.

**The fix.** Declare preliminary Telegram/WhatsApp/email exchanges exploratory only. Binding engagement forms when (a) Studio issues a written Engagement Document and (b) Client accepts via counter-signature, written confirmation that references the Document by name/version, or payment of the referenced deposit invoice. Both Moldovan and EU courts respect this kind of express integration clause.

### 3.4 Fees, invoicing, payment

EUR default; USD on Client request with FX risk on Client. Net 15 default (Net 30 negotiable per SoW). Late payment: invoke Moldova's transposition of EU Directive 2011/7/EU — ECB reference + 8 percentage points + EUR 40 fixed recovery fee per Article 6. This is the floor, not a ceiling; contractually undercutting it is unenforceable. Suspension right for invoices > 30 days overdue. VAT: Moldova is outside the EU VAT zone, so B2B service exports to EU clients run on reverse-charge; ToS just says "exclusive of VAT", invoice form handles the mechanics.

### 3.5 IP — binary allocation

- **Foreground IP**: present-tense assignment to Client on full payment ("assigns, and hereby does assign"). Work-for-hire doctrine is US-specific and unreliable in EU/MD jurisdictions ([Orrick EU IP][orrick-eu-ip], [Willcox Savage][willcox-magic]).
- **Studio Background IP** (Forge/Maestro/Muse + prompts + agents + tokens + methodology): retained. Client receives perpetual, worldwide, non-exclusive, royalty-free licence to use only as embedded in Deliverables, for internal business use + distribution to Client's own end users.
- **Client Materials**: Client retains; licenses to Studio solely for the engagement + 12 months archival.
- **Open-source**: flows through unchanged; Studio declares no copyleft (GPL/AGPL/LGPL) absent SoW disclosure.
- **AI training**: Studio will not train models on Client Confidential Information, Client Materials, or Deliverables without express written consent. Vendor-side: Studio ensures model-training is disabled where the AI vendor offers that control. Standard 2025 enterprise position.

### 3.6 Warranties and disclaimers

EU Directives 2019/770 and 2019/771 are B2C only ([Orrick consumer law][orrick-consumer]) — so the studio can disclaim implied warranties, BUT Moldovan civil code Art. 1077 imposes good faith / good commercial practice on B2B standard terms ([Chambers MD 2025][chambers-md]). Pure "as-is" will be read down. Recommended: Services warranty = workmanlike performance, conformity to SoW for 60 days, remedy = re-performance not refund. Tooling = "as is" / "as available", no uptime guarantee, no warranty of AI accuracy (AI Governance counsel plugs the hallucination disclaimer in here). Explicit B2B-only declaration.

### 3.7 Liability cap — tiered

Per [Promise.legal 2025][promise-saas] and [Hyperstart 2026][hyperstart-lol], 2025-2026 market standard is tiered:

- **Bespoke Services**: 100% of fees paid in 12 months preceding the claim under the relevant Order Confirmation; EUR 5,000 floor.
- **Tooling Access**: greater of 12 months fees paid or EUR 1,000.
- **IP indemnity super-cap**: 2× standard cap (uncapped is shifting due to E&O premium pressure — [ContractNerds][contractnerds-ip]).
- **Excluded damages (mutual)**: indirect, consequential, incidental, special, punitive, exemplary, loss of profits, revenue, opportunity, goodwill, anticipated savings, data (with Privacy-counsel carve-out).
- **Uncapped carve-outs**: fraud, wilful misconduct or gross negligence, payment obligations, breach of confidentiality, breach of acceptable use (Client side), death/personal injury (mandatory under MD law).

### 3.8 Indemnification — mutual

Studio indemnifies for third-party IP infringement of Deliverables as-delivered-and-used-as-instructed; remedy ladder = procure / modify / refund-and-terminate ([Galkin Law][galkin-saas]). Subject to § 3.7 super-cap. Client indemnifies for Client Materials, misuse of Tooling, breach of acceptable use. Procedural conditions: prompt notice, sole control of defence, no settlement without indemnifier consent.

### 3.9 Termination

For convenience: 30 days' notice; mid-milestone termination triggers 50% of remaining committed fees. For cause: 30-day cure for material breach; 0-day for insolvency, sanctions listing, breach of acceptable use. Effects: work-in-progress delivered, repository access transferred, fees settled. Confidentiality and IP clauses survive.

### 3.10 Confidentiality, force majeure, assignment, notices, sanctions, language

- **Confidentiality**: mutual, 5-year survival, standard exceptions, hook to separate MNDA if signed.
- **Force majeure**: include AI API outage (Anthropic/OpenAI), cloud outage (Cloudflare/Supabase), sanctions-driven interruptions.
- **Assignment**: Client requires Studio consent (not unreasonably withheld); Studio may assign to affiliates / successors.
- **Notices**: operational notices via Telegram/WhatsApp/email; **legal notices (claim, termination, indemnity) require signed PDF via email or registered post**. Telegram alone is not sufficient for a legal notice. This is a non-trivial restriction layered on the conversational default — pressure-test with counsel.
- **Sanctions**: each party warrants no EU/OFAC/UK/UN listing; termination right on listing.
- **Language**: EN/RU/RO published; **EN controlling**. Defensible because (a) studio's internal working language is EN, (b) MD civil code does not impose state-language requirements on B2B commercial contracts where parties agree, (c) translations flagged "for convenience only". Confirm with MD counsel because Romanian-as-state-language sometimes triggers domestic litigation procedural requirements.

### 3.11 Governing law and jurisdiction — full reasoning

Three realistic options:

| Option | Governing law | Forum | Pros | Cons |
|---|---|---|---|---|
| A | Moldovan law | Chișinău state courts | Cheapest; familiar to Studio counsel | EU/IL clients resist; MD judgments hard to enforce abroad ([Schoenherr 2024][schoenherr-enforcement]) |
| B | English law | LCIA / SIAC | Premium enforceability; market-familiar | Cost overweight for sub-EUR-100k engagements |
| **C** ✅ | **Moldovan law** | **CICA Chișinău (arbitration), English** | Home jurisdiction; awards enforceable abroad via New York Convention; CICA founded 2016 to UNCITRAL/ICC/VIAC standards ([AmCham CACIC][amcham-cica]) | CICA is young; some EU clients push for English law |

**Recommendation: Option C.** Reasoning:

1. **Rome I respects party autonomy.** Regulation 593/2008 Article 3 permits non-EU governing law for EU-anchored B2B contracts; only the Article 9 mandatory-rules safety net of the forum bites. So Moldovan governing law is enforceable against EU counterparties.
2. **Hague 2005 Choice of Court entered into force for Moldova on 1 July 2024** ([HCCH][hcch-md]). Gives Moldovan exclusive-jurisdiction clauses recognition across other Hague members (EU, UK, Switzerland from 2025, Singapore, Mexico). Israel has signed but not ratified — so for Israeli clients, arbitration via New York Convention remains the safer path.
3. **CICA arbitration is the unifier.** Moldova is a New York Convention party — enforcement of a CICA award in EU/Israel is procedurally well-trodden. The slow inbound enforcement Schoenherr documents (2.5+ years for foreign awards into MD) is irrelevant to the studio's typical position as claimant: outbound enforcement of a Moldovan-seated award against an EU/IL respondent runs through their courts, not Moldovan ones.
4. **Small-claims carve-out.** For unpaid invoices ≤ EUR 10k, arbitration is overkill — Chișinău state court direct is faster and cheaper.
5. **Injunctive relief carve-out.** Either party may seek interim/injunctive relief in any court of competent jurisdiction (IP and confidentiality protection).

Open: whether to additionally offer **Romanian law + ICC Bucharest** as a negotiation fallback for Romanian clients who balk at MD law. Defensible if RO-client volume materialises; default stays with C and negotiate per engagement.

---

## 4. Draft clause text

All clauses below are tagged **[DRAFT — requires Moldovan counsel review]**.

### 4.1 Definitions (excerpt)

> **[DRAFT — requires Moldovan counsel review]**
>
> **"Agreement"** means these Terms of Service together with any Order Confirmation incorporating them.
>
> **"Studio"** means Rapoport Studio S.R.L., a limited liability company organised under the laws of the Republic of Moldova, having its registered office at [address to be inserted], registration number [IDNO to be inserted].
>
> **"Client"** means the legal entity identified in the Order Confirmation. The Agreement is offered only to entities acting in the course of their trade, business, craft, or profession. Consumers (as defined under EU Directive 2011/83/EU or analogous local law) are not eligible.
>
> **"Order Confirmation"** has the meaning given in Section [4 — Engagement Formation].
>
> **"Deliverables"** means the work product expressly identified as a Deliverable in the relevant Order Confirmation.
>
> **"Studio Background IP"** means all Intellectual Property Rights owned or licensed by the Studio prior to or independently of the engagement, including without limitation the Studio's proprietary tooling (Forge, Maestro, Muse, and their successors), prompt libraries, agent definitions, methodology documents, design tokens, and general know-how.
>
> **"Foreground IP"** means Intellectual Property Rights newly created by the Studio in the course of performing the Services and specifically identified as Deliverables in the Order Confirmation, excluding any Studio Background IP embedded therein.

### 4.2 Scope of Services

> **[DRAFT — requires Moldovan counsel review]**
>
> 3.1 **Bespoke Services.** The Studio provides bespoke digital services, including without limitation design, software development, AI integration, and advisory work, as agreed in each Order Confirmation. Services are provided as a professional engagement; the Studio assigns Foreground IP in the Deliverables to the Client subject to Section [8].
>
> 3.2 **Tooling Access.** The Studio may, at its discretion, offer access to its proprietary tooling (Forge, Maestro, Muse, and successors). Where such access is offered, it is provided on a subscription or metered basis as specified in the applicable Order Confirmation, and is licensed — not assigned — under Section [8]. Tooling Access is provided "as is" subject to Section [11].
>
> 3.3 **No consumer offer.** The Studio does not offer Services or Tooling to consumers. The Client warrants that it is contracting for purposes related to its trade, business, craft, or profession.

### 4.3 Engagement formation

> **[DRAFT — requires Moldovan counsel review]**
>
> 4.1 **Preliminary discussions are non-binding.** Communications between the Studio and any prospective Client through Telegram, WhatsApp, email, voice notes, or any other channel prior to the issuance of an Order Confirmation are exploratory only and shall not give rise to a binding agreement, regardless of the apparent specificity of any commitments made.
>
> 4.2 **Order Confirmation.** A binding engagement is formed when (a) the Studio issues a written engagement letter, statement of work, or PDF estimate (each, an **"Engagement Document"**), and (b) the Client accepts the Engagement Document by any of the following: (i) returning a counter-signed copy, (ii) confirming acceptance in writing (including by email or messaging-app reply that expressly references the Engagement Document by title or version), or (iii) paying the deposit or first invoice referenced in the Engagement Document. The Order Confirmation is the combination of the Engagement Document and the Client's act of acceptance.
>
> 4.3 **Incorporation by reference.** Each Order Confirmation incorporates these Terms of Service as in force at the date of acceptance.
>
> 4.4 **Order of precedence.** In the event of conflict between documents, the order of precedence is: (1) the Order Confirmation, (2) these Terms of Service, (3) the Studio's public materials. Marketing pages, FAQ entries, and similar non-contractual materials do not form part of the Agreement.

### 4.4 Intellectual Property

> **[DRAFT — requires Moldovan counsel review]**
>
> 8.1 **Foreground IP assignment.** Subject to full payment of the fees due under the relevant Order Confirmation, the Studio hereby assigns, and the Studio agrees to assign on a continuing basis, to the Client all Intellectual Property Rights in the Foreground IP as identified in the Order Confirmation. The assignment is effective on the day the Studio receives payment in full and is on a worldwide basis, for the full term of the relevant rights.
>
> 8.2 **Studio Background IP retained.** The Studio retains all right, title, and interest in the Studio Background IP. To the extent Studio Background IP is embedded in or required to operate the Deliverables, the Studio grants the Client a perpetual, worldwide, non-exclusive, royalty-free, transferable (in connection with a transfer of the Deliverables) licence to use, reproduce, modify, and distribute such Studio Background IP solely to the extent embedded in the Deliverables, and solely for the Client's internal business use and for distribution of the Deliverables to the Client's own end users.
>
> 8.3 **Client Materials.** The Client retains all rights in Client Materials and grants the Studio a non-exclusive, royalty-free, worldwide licence to use Client Materials solely to perform the Services. This licence survives termination for 12 months solely for the Studio's internal archival purposes.
>
> 8.4 **Open-source components.** The Studio may incorporate open-source software into the Deliverables. The licence terms of the relevant open-source components flow through to the Client unchanged. The Studio will not knowingly incorporate copyleft licences (including GPL, AGPL, or LGPL) into Deliverables without prior written disclosure in the Order Confirmation.
>
> 8.5 **AI training.** The Studio shall not use Client Confidential Information, Client Materials, or Deliverables to train any AI or machine-learning model, except (a) with the Client's prior written consent or (b) for anonymised, aggregated general knowledge that cannot be reverse-engineered to identify the Client. The Studio shall ensure that AI services used in the course of performing the Services have model-training disabled, where the relevant vendor offers such a control.

### 4.5 Limitation of Liability

> **[DRAFT — requires Moldovan counsel review]**
>
> 13.1 **Standard cap.** Subject to Section 13.3, each party's aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed:
>
> (a) for liability arising in connection with Bespoke Services: the greater of (i) one hundred percent (100%) of the fees paid or payable by the Client to the Studio under the relevant Order Confirmation in the twelve (12) months preceding the date on which the claim arose, and (ii) five thousand euros (EUR 5,000); and
>
> (b) for liability arising in connection with Tooling Access: the greater of (i) one hundred percent (100%) of the fees paid by the Client to the Studio for the relevant Tooling Access in the twelve (12) months preceding the date on which the claim arose, and (ii) one thousand euros (EUR 1,000).
>
> 13.2 **Super-cap for IP indemnity.** The Studio's aggregate liability under Section [12] (IP Infringement Indemnity) shall not exceed two hundred percent (200%) of the cap calculated under Section 13.1.
>
> 13.3 **Uncapped liability.** Nothing in this Agreement limits or excludes either party's liability for: (a) fraud or fraudulent misrepresentation; (b) wilful misconduct or gross negligence; (c) the Client's obligation to pay fees lawfully due; (d) breach of confidentiality obligations under Section [10]; (e) breach of the acceptable use restrictions in Section [6]; (f) death or personal injury caused by negligence; or (g) any other liability that cannot be limited or excluded under applicable mandatory law.
>
> 13.4 **Excluded damages.** Neither party shall be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, or for any loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of anticipated savings, or — subject to any contrary provision in any data processing addendum — loss or corruption of data, in each case whether or not the relevant party was advised of the possibility of such damages.

### 4.6 Governing Law and Dispute Resolution

> **[DRAFT — requires Moldovan counsel review]**
>
> 19.1 **Governing law.** This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Republic of Moldova, excluding its rules on conflict of laws and excluding the United Nations Convention on Contracts for the International Sale of Goods.
>
> 19.2 **Arbitration.** Any dispute, controversy, or claim arising out of or relating to this Agreement, including any question regarding its existence, validity, or termination, shall be finally resolved by arbitration administered by the Chișinău International Court of Commercial Arbitration (CICA) under its Rules in force at the time of the arbitration. The seat of arbitration shall be Chișinău, Republic of Moldova. The number of arbitrators shall be one for disputes with an amount in controversy below one hundred thousand euros (EUR 100,000), and three otherwise. The language of arbitration shall be English. The award shall be final and binding on the parties.
>
> 19.3 **Small-claims carve-out.** For any claim by the Studio for unpaid fees not exceeding ten thousand euros (EUR 10,000), the Studio may, at its option, bring such claim before the competent ordinary courts of Chișinău, Republic of Moldova, instead of arbitration.
>
> 19.4 **Injunctive relief.** Notwithstanding Section 19.2, either party may at any time seek interim, provisional, or injunctive relief from any court of competent jurisdiction in order to protect its Intellectual Property Rights or Confidential Information.

---

## 5. Open questions for human counsel

Yes/no or A/B questions, in priority order:

1. **CICA vs. LCIA vs. ICC Bucharest as default arbitral seat?** My recommendation: CICA, English language. Alternatives: LCIA (premium, expensive) or ICC Bucharest (compromise, leverages EU-MD DCFTA). Confirm CICA is suitable for typical EUR 50k–500k engagement sizes.
2. **Controlling-language clause — EN with RU/RO as convenience translations.** Confirm MD civil code does not impose a state-language (Romanian) requirement on B2B contracts when parties expressly designate English as controlling.
3. **IP indemnity super-cap level — 2× standard cap, not uncapped.** Studio has no E&O policy today. EU enterprise clients will push for 5× or uncapped. Confirm 2× is the right opening position; agree negotiation ceiling.
4. **Net 15 vs. Net 30 as default.** Recommendation: Net 15. Confirm against MD/RO agency practice and the studio's cashflow appetite.
5. **Qualified e-signature threshold.** MD law equates qualified e-signatures with handwritten. Should engagements above some threshold (e.g. EUR 50k) require qualified e-sig rather than the lighter Order Confirmation acceptance routes?
6. **Hague 2005 forum-selection alternative.** Should the studio offer (on negotiation) an exclusive-jurisdiction clause naming Chișinău state courts under Hague 2005 (effective 1 July 2024) instead of CICA arbitration, for RO/EU clients who prefer state courts?
7. **Romanian-law fallback.** If a client refuses MD governing law, what's the negotiated fallback? Recommendation: Romanian law (DCFTA-aligned, EU member). Confirm.
8. **Legal notice address.** Recommend setting up `legal@rapoport.studio` rather than routing legal notices to a personal email. Confirm acceptable.
9. **Founder personal liability hygiene.** A Moldovan SRL limits members' liability. Confirm the engagement-letter template names "Rapoport Studio SRL" and not Pavel personally as counterparty — common SRL-stage mistake.
10. **Beta / experimental tooling clause.** Per platform spec, Forge is `experimental` and Maestro deferred. Should the ToS include a placeholder Beta clause now to cover future "Forge-as-a-service" exposure?

---

## 6. Sources

Moldova / regional law:

- [chambers-md] [Chambers Commercial Contracts 2025 — Moldova](https://practiceguides.chambers.com/practice-guides/commercial-contracts-2025/moldova) — Moldovan civil code framework: party autonomy, electronic signatures, MD liability cap rules, B2B unfair terms (Art. 1077), Late Payment Directive transposition.
- [schoenherr-enforcement] [Schoenherr — Enforcing foreign arbitral awards / court judgments in Moldova (2024)](https://www.schoenherr.eu/content/what-are-the-chances-of-enforcing-a-foreign-arbitral-award-or-court-judgment-in-moldova-recent-developments-practical-tips-1/) — MD is NY Convention party; inbound enforcement slow (2.5+ years), outbound runs through respondent's courts.
- [amcham-cica] [AmCham Moldova / CACIC — Chișinău International Court of Commercial Arbitration](https://www.amcham.md/cacic/?new_language=0&go=news&n=35) — CICA founded 2016 to UNCITRAL / ICC / SCC / VIAC standards.
- [Mondaq — Arbitration in Moldova (ICAC at Chamber of Commerce)](https://www.mondaq.com/arbitration-dispute-resolution/1084416/arbitration-in-the-republic-of-moldova-the-international-commercial-arbitration-court-at-the-chamber-of-commerce-and-industry-of-moldova) — alternative MD arbitral institution.
- [hcch-md] [HCCH — 2005 Choice of Court Convention enters into force for Moldova (1 July 2024)](https://www.hcch.net/en/news-archive/details/?varevent=988) — confirms MD as Hague 2005 contracting party.

EU choice of law / payment / consumer regime:

- [Rome I Regulation (EC) 593/2008](https://eur-lex.europa.eu/legal-content/EN/ALL/?uri=celex:32008R0593) — Article 3 party autonomy, Article 9 mandatory-rules safety net.
- [EU Late Payment Directive 2011/7/EU](https://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=OJ:L:2008:177:0006:0016:en:PDF) — ECB ref + 8 pp statutory rate, EUR 40 fixed recovery fee.
- [orrick-consumer] [Orrick — New EU Consumer Protections for Digital Goods and Digital Content Services (Directives 2019/770 and 2019/771)](https://www.orrick.com/en/Insights/2022/01/New-EU-Consumer-Law-Protections-Applicable-to-Digital-Goods-and-Digital-Content-Services-Providers) — confirms 2019/771 is B2C only.

SaaS market practice (liability, IP, indemnity):

- [promise-saas] [Promise.legal — SaaS Agreements 2025](https://promise.legal/startup-legal-guide/contracts/saas-agreements) — 2025 standard B2B liability-cap practice.
- [hyperstart-lol] [Hyperstart — Limitation of Liability Clause Guide 2026](https://www.hyperstart.com/blog/limitation-of-liability/) — current cap formulas, tiered structures, supercaps.
- [galkin-saas] [Galkin Law — SaaS IP Infringement Indemnification](https://galkinlaw.com/saas-vendors-indemnification/) — IP indemnity remedy ladder.
- [contractnerds-ip] [ContractNerds — Unlimited Liability for Customer IP Infringement](https://contractnerds.com/unlimited-liability-for-a-customers-ip-infringement-in-saas-contracts/) — 2× supercap defensible; E&O premium pressure shifting market.
- [Vercel Terms of Service](https://vercel.com/legal/terms) and [Enterprise Terms](https://vercel.com/legal/enterprise-terms) — peer-studio comparator: 6-month / 12-month-fees cap, "as is", California / JAMS.

IP / cross-border:

- [orrick-eu-ip] [Orrick — IP Assignments from Software Developers: FR/DE/UK/US](https://www.orrick.com/en/Insights/2023/09/Intellectual-Property-Assignments-from-Software-Developers) — work-for-hire unreliable outside US.
- [willcox-magic] [Willcox Savage — Use the Magic Words](https://www.willcoxsavage.com/insights/use-the-magic-words-ownership-of-code-developed-under-a-software-development-agreement) — present-tense assignment language.
- [Venable LLP — Handling IP Rights in SaaS Contracts](https://www.venable.com/insights/publications/ip-quick-bytes/handling-ip-rights-in-saas-contracts-protecting) — background-IP carve-out best practice.

Messaging-app contract formation:

- [osborne-whatsapp] [Osborne Clarke — Contract formation in the digital age: WhatsApp messages](https://www.osborneclarke.com/insights/contract-formation-digital-age-english-high-court-finds-binding-agreement-formed-whatsapp) — English High Court binding-via-WhatsApp.
- [Sirion — Are Text Messages Legally Binding Contracts](https://www.sirion.ai/library/contracts/are-text-messages-legally-binding-contract/) — comparative recognition.

Design / services baseline:

- [AIGA — Standard Form of Agreement for Design Services](https://www.aiga.org/resources/aiga-standard-form-of-agreement-for-design-services) — industry baseline reference.
