Terms & conditions.

1.1. Throughout these Terms and Conditions, unless the context expressly indicates otherwise or the parties expressly agree on a different meaning, the terms below shall have the following meanings:

1.2. „Swolv” / the „Provider”: SWOLV S.R.L., a limited liability company, with its registered office at Str. Rocadei no. 10-12, Camera 2, Et. Parter, Ap. 2, Sector 1, Bucharest, Romania, registered with the Trade Register under no. J2026008262002, sole registration code 53813977, as provider of the Platform and of the Services made available through the swolv.ro Website.

1.3. the „Website”: the internet page available at www.swolv.ro, as well as any subdomains, sections, pages, interfaces, forms, resources, content or functionalities associated with it, operated or made available by the Provider.

1.4. the „Platform”: the software application, IT interface and/or set of digital functionalities made available by the Provider through the Website, through which the Beneficiary can access, use and manage the Services, including, as applicable, functionalities for entering data, uploading documents, generating, processing, storing, viewing, downloading and/or managing documents, files, reports or other information available within the Platform.

1.5. „Services”: the digital services, software services, functionalities, modules, tools, options and/or any other services made available by the Provider through the Website and/or the Platform, whether under a Subscription, under a one-off payment, or, as applicable, during a free trial period.

1.6. „Beneficiary”: the legal entity, authorised natural person, sole trader, family business, professional, entity without legal personality, or any other person or entity acting for a professional, commercial, economic or institutional purpose who creates an Account, places an Order, subscribes to a Subscription or uses the Services made available by the Provider.

1.7. „Account Holder”: the Beneficiary or, as applicable, the legal, contractual or authorised representative of the Beneficiary, who creates the Account, administers the contractual relationship with the Provider and/or has the right to manage the use of the Platform on behalf of the Beneficiary.

1.8. „User”: any natural person authorised by the Beneficiary or the Account Holder to access and/or use the Platform, in whole or in part, on behalf of or for the account of the Beneficiary, regardless of the level of access rights granted.

1.9. „Visitor”: any natural person who accesses the Website without creating an Account, without placing an Order and without contracting the Provider's Services.

1.10. „Account”: the individualised digital space created within the Platform, associated with the Beneficiary, through which the Beneficiary and/or authorised Users can access the Services, configure settings, enter data, upload documents, view, generate, manage or download information, reports, documents or files available within the Platform.

1.11. „Order”: the request submitted by the Beneficiary through the Website, the Platform, a dedicated form, email or any other means accepted by the Provider, having as its object the contracting of one or more Services, tariff plans, Subscriptions, modules, functionalities or additional services made available by the Provider.

1.12. „Subscription” / „Tariff plan”: the package of Services chosen by the Beneficiary, available for a fee, for a fixed or recurring period, according to the features, functionalities, usage limits, price and conditions displayed on the Website, in the Platform, in the Provider's offer or expressly agreed between the Parties.

1.13. „Trial period”: the limited period during which the Provider may grant the Beneficiary free, temporary and revocable access to the Platform or to certain Services, under the conditions set by the Provider, without this conferring on the Beneficiary a permanent right of use or a right of access after the expiry of that period.

1.14. the „Beneficiary's Data”: any data, information, documents, files, content, materials, records, reports or other elements entered, uploaded, generated, processed, stored or transmitted by the Beneficiary or its Users through the Platform.

1.15. „Personal data”: any information about an identified or identifiable natural person, as this notion is defined by Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

1.16. „Content”: any text, information, document, file, image, data, material, report, record or other element uploaded, transmitted, entered, generated, published, stored or processed within the Website or the Platform.

1.17. „Access Credentials”: the username, password, authentication codes, access links, tokens, authentication keys or any other technical elements which allow access to the Account or to the Platform.

1.18. „Support”: the technical support service made available by the Provider for matters regarding the access, operation or use of the Platform, available Monday to Friday, between 10:00 - 17:00, Romanian time, at the email address support@swolv.ro or via the Contact form or other channels communicated by the Provider.

1.19. „Ticket”: the request submitted in writing by the Beneficiary to the Provider, by email, contact form or other agreed channel, containing the description of a technical problem, an error, a support request or an incident regarding the use of the Platform.

1.20. „Incident”: any malfunction, error, interruption, limitation, performance degradation, suspected or confirmed unauthorised access, or any other situation that may affect the use of the Platform, the availability of the Services, the security of the Account or the integrity of the Beneficiary's Data.

1.21. „Bug”: a reproducible technical error of the Platform, which causes a significant deviation between the actual operation of the Platform and the functionalities described in the documentation, specifications or information made available by the Provider, provided that the error is not caused by improper use of the Platform, by the Beneficiary's equipment, connection, software or configurations, or by the intervention of third parties.

1.22. „Maintenance”: maintenance, update, remediation, modification, improvement, development, security or modernisation work on the Website, the Platform, the technical infrastructure or the Services, which may temporarily lead to the suspension, interruption, restriction or limitation of access to the Platform.

1.23. „Planned Maintenance”: maintenance work announced in advance by the Provider, by email, notification within the Platform, notice on the Website or any other reasonable means, the Provider making reasonable efforts to send the notification at least 1 business day before carrying out the work, when the nature of the intervention allows this.

1.24. „Emergency Maintenance”: the work necessary to remedy errors, vulnerabilities, security incidents, operational risks or malfunctions requiring immediate intervention, without the Provider being obliged to send a prior notification, and it will inform the Beneficiary within a reasonable time, if applicable.

1.25. „Notification”: any written communication sent between the Parties in connection with these Terms and Conditions, the use of the Platform, the performance of the Services, billing, suspension, termination or any other relevant aspect of the contractual relationship, sent by email, through the Account, through the Platform, through the Website or by any other means of communication accepted by the Parties.

1.26. „Party”: individually, the Provider or the Beneficiary, and „Parties” means, together, the Provider and the Beneficiary.

1.27. „Terms and Conditions”: this document, together with any annexes, policies, instructions, usage rules, documentation, offers, commercial conditions or related policies referenced herein, to the extent applicable to the relationship between the Provider and the Beneficiary.

1.28. „Price”: the amount owed by the Beneficiary for accessing and using the Platform, for the contracted Services, for the Subscription, for additional services or for any other benefits provided by Swolv, as displayed on the Website, in the Platform, mentioned in the Provider's offer, in the tax invoice or expressly agreed between the Parties.

1.29. „Business day”: any day from Monday to Friday, except for days declared non-working under Romanian law.

1.30. „Applicable Law”: Romanian legislation and, as applicable, directly applicable European Union legislation, including, without limitation, the provisions applicable to electronic commerce, information society services, protection of personal data, cybersecurity, intellectual property and contractual relations between professionals.

1.31. Terms defined in the singular include the plural and vice versa, and terms indicating a particular gender include all genders, to the extent the context does not require a different interpretation.

2.1. These Terms and Conditions govern the conditions under which the Beneficiary may access and use the Website, the Platform and the Services made available by Swolv, including the services available under a subscription, services contracted on a one-off basis, additional services, the free trial period, as well as any other digital functionalities, modules, tools or resources available through the Platform.

2.2. By creating an Account, placing an Order, subscribing to a Subscription, making a payment, accessing the Platform or actually using the Services, the Beneficiary declares that it has read, understood and expressly and fully accepts these Terms and Conditions, which acquire contractual value between Swolv and the Beneficiary.

2.3. The legal relationship between Swolv and the Beneficiary has the nature of a services agreement and/or a digital services provision agreement, under which Swolv grants the Beneficiary a limited, non-exclusive, non-transferable and revocable right of access to and use of the Platform, under the conditions of this document, of the chosen Subscription, of the placed Order and/or of the commercial offer accepted by the Beneficiary.

2.4. Acceptance of these Terms and Conditions may take place, as applicable, by checking the box „I agree with the terms and conditions”, by creating the Account, by placing an Order, by paying for the Services, by using the Platform, or by any other equivalent action from which the Beneficiary's agreement to their application reasonably results.

2.5. The Beneficiary confirms that it is acting for a professional, commercial, economic or institutional purpose, and not as a consumer, unless Swolv expressly agrees to provide the Services to a natural person acting as a consumer. To the extent the Beneficiary acts as a professional, it understands that certain special consumer-protection rules do not apply to the contractual relationship between the Parties.

2.6. The Services can generally be accessed through a web browser, from devices connected to the internet, under the technical conditions communicated by Swolv or reasonably required to use the Platform. The Beneficiary is responsible for providing the equipment, internet connection, software, configurations and security measures required to access and use the Platform.

2.7. The list of Services, their main features, prices, tariff plans, usage limits and, as applicable, the conditions applicable to each Subscription are available on the Website, in the Platform, in the commercial offer sent by Swolv, or in the communication agreed between the Parties. Depending on the Beneficiary's needs, usage volume, contracted period, requested functionalities or required additional services, the price may be set individually by Swolv and communicated to the Beneficiary by offer, invoice, email or other accepted means of communication.

2.8. Payment for the Services by the Beneficiary constitutes acceptance of the price, the Subscription, the Order and the commercial conditions communicated by Swolv, unless the Parties expressly agree otherwise in writing.

2.9. Where, in connection with the use of the Platform, Swolv provides the Beneficiary with configuration, onboarding, data import, data migration, training, customisation, integration with other systems, activation assistance or other similar additional services, these will be provided under the conditions of the commercial offer accepted by the Beneficiary, of the Order, of the implementation plan, of the technical documentation or of any other document agreed in writing between the Parties.

2.10. Additional services may include, as applicable, analysis of the Beneficiary's needs, Account configuration, data import or migration, User training, functionality testing, post-activation assistance and support provided for the use of the Platform, within the limits agreed between the Parties.

2.11. Unless the Parties expressly agree otherwise, additional services are not included in the standard Subscription and may be invoiced separately by Swolv, in accordance with the offer, the Order, the communicated tariffs or the applicable commercial conditions.

2.12. Swolv reserves the right to modify, update, supplement or adapt these Terms and Conditions, depending on legislative, technical, operational, commercial changes or the evolution of the Services provided. The version applicable to the contractual relationship is the version in force at the date the Account is created, the Order is placed, the Subscription is contracted, or, as applicable, the version notified to the Beneficiary and applicable from the date indicated by Swolv.

2.13. Changes to the Terms and Conditions will be brought to the Beneficiary's attention by publishing the updated version on the Website, by notification within the Platform, by email or by any other reasonable means. Continued use of the Platform or the Services after the changes take effect constitutes their acceptance by the Beneficiary.

2.14. If the Beneficiary does not agree with changes made to the Terms and Conditions, it has the right to stop using the Platform and, as applicable, to request termination of the Subscription, under the conditions of this document and of the applicable commercial conditions.

3.1. These Terms and Conditions apply from the date they are accepted by the Beneficiary, namely from the date the Account is created, the Order is placed, the trial period is activated, the Subscription is contracted, the payment is made, or the Platform is actually used, as applicable, and remain applicable for the entire period during which the Beneficiary has access to the Platform or uses Swolv's Services.

3.2. The contractual relationship between Swolv and the Beneficiary is concluded for an indefinite period, unless the Parties expressly agree on a fixed period for a particular Subscription, package of Services, one-off service or trial period.

3.3. The Beneficiary's access to the Services included in the chosen Subscription will be activated after Swolv confirms payment, unless the Provider expressly decides to activate access before payment is confirmed or to grant a free trial period. The Beneficiary understands that certain functionalities, modules or additional services may only be available after payment of the corresponding price or after the Provider's express confirmation.

3.4. The Order may be cancelled by the Beneficiary until the moment payment is made, unless the Services have already been activated or provided, in whole or in part, at the Beneficiary's request. Any error regarding the Order, the chosen Subscription, the billing details or other information communicated to the Provider may be flagged by the Beneficiary until payment is confirmed, by sending a written request to support@swolv.ro, on business days, between 10:00 - 17:00.

3.5. The Subscription is concluded for the period corresponding to the tariff plan chosen by the Beneficiary or agreed between the Parties. In the absence of a written cancellation notice sent by the Beneficiary at least 30 calendar days before the expiry of the Subscription's validity period, the Subscription will automatically renew for a new, similar contractual period, without any further formality being required.

3.6. The notice of cancellation of the Subscription must be sent in writing, to the email address support@swolv.ro or through any other method made available by Swolv for this purpose. Cancellation of the Subscription takes effect upon expiry of the already paid period, unless the Parties expressly agree on a different termination date.

3.7. If the Beneficiary wishes to change the type of Subscription during an active contractual period, it may request a move to a higher or lower tariff plan, under the conditions communicated by Swolv.

3.8. In the case of an upgrade to a higher tariff plan, the change will take effect within a maximum of 2 business days from confirmation of payment of the price difference, unless Swolv communicates a different activation term, justified by the nature of the Services or the technical configurations required.

3.9. In the case of a downgrade to a lower tariff plan, the change will take effect upon expiry of the period for which the Beneficiary has already paid for the current Subscription, unless Swolv expressly agrees to apply the change from an earlier date. The Beneficiary understands that moving to a lower plan may lead to restricted access to certain functionalities, modules, capacities, data, reports or services previously available.

3.10. Swolv may offer the Beneficiary the possibility to test the Platform or certain Services free of charge for a period of 30 days or for another period communicated by the Provider. The trial period is granted free of charge, temporarily and revocably, exclusively for the purpose of evaluating the Platform's functionalities.

3.11. After the trial period expires, the Beneficiary's access to the Platform or to certain Services may be restricted, suspended or deactivated, if the Beneficiary does not opt for a paid Subscription or another available package of Services. Continued use of the Platform after the trial period expires is conditional on choosing a Subscription and paying the corresponding price, unless Swolv decides otherwise.

3.12. The Beneficiary is responsible for downloading, exporting or saving, prior to the expiry of the Subscription or the trial period, any data, documents, files or information it wishes to keep, to the extent the Platform allows this functionality.

3.13. The Beneficiary's Account and the Beneficiary's Data may be automatically deleted 90 days after the Subscription expires, if the Beneficiary does not renew the Subscription or contract a new package of Services. If the Beneficiary has used only the free trial period and has not continued with a paid Subscription, the Account and the Beneficiary's Data may be automatically deleted 90 days after the trial period expires.

3.14. After the Account is deleted, Swolv will have no obligation to recover, restore, keep or make available to the Beneficiary the data, documents, files or information related to the Account, unless such an obligation expressly results from law or from a written agreement between the Parties.

3.15. Termination of the Subscription, expiry of the trial period, suspension of access or deletion of the Account does not affect the Beneficiary's due obligations, including the obligation to pay amounts owed to Swolv, confidentiality obligations, liability for the use of the Platform and any other obligations which, by their nature, must continue to have effect after termination of the contractual relationship.

4.1. The prices for access to the Platform, use of the Services, Subscriptions, additional modules, one-off services or any other benefits provided by Swolv are those displayed on the Website, in the Platform, communicated through the commercial offer, mentioned in the tax invoice, or expressly agreed between the Parties.

4.2. Unless the Parties agree otherwise in writing, prices are expressed in Euro and are payable in lei, at the exchange rate communicated by the National Bank of Romania valid on the invoice issue date. Swolv may display or communicate prices directly in lei, in which case payment will be made in the amount indicated by the Provider.

4.3. The payment method, payment term, bank account, and any other details necessary to make the payment will be mentioned in the invoice issued by Swolv, in the commercial offer, in the Platform, or in the communication sent to the Beneficiary.

4.4. The Provider will issue the invoice in accordance with the Subscription chosen by the Beneficiary, the contracted Services, the additional services provided, the usage period, or any other commercial conditions agreed between the Parties. The invoice will be sent to the email address used to create the Account, to the email address communicated by the Beneficiary for billing, or by any other means accepted by the Parties.

4.5. The Beneficiary has the obligation to provide Swolv with correct, complete and up-to-date billing details. The Beneficiary is fully liable for any consequences arising from communicating incorrect, incomplete or outdated data, including delays in invoicing, the impossibility of issuing an invoice, or the need to correct tax documents.

4.6. Unless a different term is provided in the invoice, the offer, or the commercial conditions agreed between the Parties, the Beneficiary will pay the invoice amount within 5 calendar days from its issue date.

4.7. Payment will be made by bank transfer to the account indicated by Swolv, namely, as of the date of these Terms and Conditions, account RO88INGB0000999919240150, opened at ING Bank N.V., or to any other account subsequently communicated by the Provider through an invoice, written notification or other accepted means of communication.

4.8. The payment obligation is considered fulfilled on the date the amount owed is fully credited to Swolv's bank account, and not on the date the Beneficiary initiates the payment order.

4.9. If the Beneficiary does not pay the invoice by its due date, it owes Swolv late payment penalties amounting to 0.5% per day of delay, calculated on the invoiced amount due and unpaid on time, starting from the day immediately following the due date and until the debt is paid in full.

4.10. The application of late payment penalties does not limit Swolv's right to seek full compensation for damage caused by non-payment or late payment, nor its right to suspend, restrict or terminate the Beneficiary's access to the Platform, under the conditions of these Terms and Conditions.

4.11. If the Beneficiary does not pay the invoice within 30 calendar days of its issue date, Swolv has the right to immediately suspend the Beneficiary's access to the Platform and/or to the contracted Services, without any prior formality being required and without the Beneficiary being entitled to claim damages for such suspension.

4.12. Suspension of access does not exempt the Beneficiary from the obligation to pay amounts due, late payment penalties, recovery costs and any other amounts owed to Swolv. Restoration of access to the Platform may be conditional on full payment of outstanding amounts, payment of any reactivation costs and/or confirmation of payment by Swolv.

4.13. If Swolv incurs, at the Beneficiary's request or for its benefit, costs, taxes, fees, expenses, licences, third-party services, integrations, developments, configurations, additional services or any other expenses necessary to provide the Services, these may be re-invoiced to the Beneficiary, separately or together with the Subscription, depending on the nature of the costs and the conditions communicated by the Provider.

4.14. Any services that exceed the functionalities included in the contracted Subscription, the agreed usage limits, standard support, or the services expressly included in the Order may be considered additional services and will be invoiced separately, based on the tariffs communicated by Swolv or agreed between the Parties.

4.15. Additional services may include, without limitation, custom configurations, data imports or migrations, integrations with third-party systems, development of particular functionalities, additional training, extended technical assistance, support provided outside the standard interval, interventions caused by the Beneficiary's errors, restoring configurations, recovering data deleted or modified by the Beneficiary, or assistance caused by improper use of the Platform.

4.16. If the Beneficiary requests additional services or interventions not included in the contracted Subscription, Swolv may condition their provision on prior acceptance of an offer, confirmation of the applicable rate, or full or partial advance payment.

4.17. In the absence of a separate offer, additional services will be invoiced according to Swolv's standard tariffs communicated at the time of provision or, in the absence of such communicated tariffs, according to a reasonable rate based on the nature, complexity, duration and resources required to provide the respective services.

4.18. The Beneficiary understands and accepts that any additional costs charged by banks, payment processors, financial institutions, card issuers or other third parties, including transfer fees, currency conversion fees, exchange rate differences or other similar costs, are exclusively the Beneficiary's responsibility. Swolv is not liable for such costs and has no obligation to reimburse them.

4.19. Amounts paid to Swolv for Subscriptions, activated Services, provided Services, contractual periods already started, one-off services, configurations, integrations, developments or other similar services are non-refundable, unless the Parties expressly agree otherwise in writing or to the extent such a refund is required by law.

4.20. If the Beneficiary considers that an invoice issued by Swolv contains calculation errors, material errors or discrepancies with respect to the contracted Services, it has the obligation to send a written, reasoned dispute within 5 calendar days of receiving the invoice, to the email address indicated by Swolv for communications.

4.21. In the absence of a dispute sent within the above term, the invoice is deemed accepted by the Beneficiary, and it will not be able to later raise objections regarding the amount, due date or invoiced services, except for obvious errors or situations where the law provides otherwise.

4.22. Disputing an invoice does not suspend the payment obligation for the undisputed part of the invoice, nor the Beneficiary's obligation to pay other due invoices. If the dispute proves unfounded, the Beneficiary owes full payment of the invoice, together with late payment penalties calculated from the original due date.

4.23. Swolv reserves the right to modify prices, tariff plans, the structure of Subscriptions, usage limits, included services or the commercial conditions applicable to the Services. Any price change applicable to an active Subscription will be notified to the Beneficiary at least 15 calendar days before the next billing date or the date the change takes effect, as applicable.

4.24. Continued use of the Platform or the Services after price changes take effect constitutes their acceptance by the Beneficiary. If the Beneficiary does not agree with the communicated changes, it may request termination of the Subscription, under the conditions of these Terms and Conditions, with effect from the expiry of the already paid period, unless the Parties agree otherwise in writing.

4.25. Failure to pay amounts due on time, unjustified refusal to pay, providing incorrect billing details, or any other conduct that prevents invoicing or the collection of amounts due may constitute grounds for suspending or terminating the Beneficiary's access to the Platform, without prejudice to Swolv's right to fully recover the amounts owed.

5.1. The Beneficiary has the right to receive access to the Platform and to use the contracted Services, within the limits of the chosen Subscription, the placed Order, the applicable commercial conditions and these Terms and Conditions.

5.2. The Beneficiary has the right to use the Platform for the purposes for which it was made available by Swolv, in compliance with the available functionalities, technical limits, usage instructions, documentation communicated by the Provider and applicable legislation.

5.3. The Beneficiary has the right to be informed, under reasonable conditions, of technical problems known to the Provider that may significantly affect the operation of the Platform, the availability of the Services, access to the Account or the quality of the contracted Services, to the extent the Provider is aware of such problems and the nature of the situation allows prior notice.

5.4. The Beneficiary has the right to verify, prior to placing an Order or subscribing to a Subscription, the main features of the Services, the available functionalities, usage limits, prices and applicable conditions, as well as to request reasonable clarifications regarding any unclear aspects of the Services.

5.5. The Beneficiary has the right to add one or more Users to the Account, to set access levels, roles, permissions and usage rights, to the extent the Platform's functionalities allow this and within the limits of the chosen Subscription. The Beneficiary is fully responsible for selecting, authorising, administering, monitoring and withdrawing access granted to its Users.

5.6. The Beneficiary has the right to delegate certain tasks to its Users, but such delegation does not exempt the Beneficiary from liability towards Swolv for the actions, omissions, errors, omissions or breaches committed by those Users in connection with the use of the Platform.

5.7. The Beneficiary undertakes to use the Website, the Platform and the Services exclusively for legal, lawful purposes consistent with their intended use, in compliance with these Terms and Conditions, applicable legislation, the Provider's rights, third-party rights and good practices in the field of using digital services.

5.8. The Beneficiary declares and warrants that it has the capacity, right, authority and all approvals necessary to create the Account, to contract the Services, to use the Platform, and to transmit or enter the Beneficiary's Data into the Platform.

5.9. The Beneficiary undertakes to provide Swolv with true, correct, complete and up-to-date information, including identification data, contact details, billing details, information about its representatives, and any other information necessary to create the Account, provide the Services, issue invoices and carry out the contractual relationship.

5.10. The Beneficiary has the obligation to promptly update the information communicated to the Provider whenever changes occur regarding its identification data, contact details, representatives, billing details or any other information relevant to the performance of these Terms and Conditions.

5.11. The Beneficiary undertakes to pay on time the price of the Subscription, of the contracted Services, of additional services, and any other amounts owed to Swolv, under the conditions of these Terms and Conditions, the invoices issued and the applicable commercial conditions.

5.12. The Beneficiary is solely responsible for all of the Beneficiary's Data, Content, documents, files, information and materials entered, uploaded, generated, processed, saved, transmitted or managed through the Platform.

5.13. The Beneficiary assumes full responsibility for the legality, accuracy, completeness, timeliness, quality, relevance, content and purpose of the use of the Beneficiary's Data, as well as for the documents, reports, files or results generated through the Platform based on data entered by the Beneficiary or its Users.

5.14. Where the provision of certain Services involves configuring the Platform, importing data, migrating information, integrating with other systems, customising workflows, activating functionalities or any other services dependent on the Beneficiary's information, the Beneficiary has the obligation to provide Swolv, completely, correctly and on time, with all the necessary data, documents, files, requirements, technical information, reference lists, access, confirmations and resources.

5.15. The Beneficiary is responsible for the legality, accuracy, completeness and timeliness of the data, documents, files, requirements and information made available to Swolv for the purpose of providing the Services.

5.16. The timeframes assumed by Swolv for providing the Services will be extended accordingly if the Beneficiary delays providing the data, documents, access, validations, approvals, instructions or any other resources required to provide the Services.

5.17. Swolv is not liable for delays, errors, limitations, non-conformities or the impossibility of providing the Services caused by incomplete, incorrect, outdated or late information provided by the Beneficiary, or by the Beneficiary's lack of cooperation.

5.18. The Beneficiary has the obligation to designate one or more contact persons responsible for the relationship with Swolv, for submitting requirements, communicating necessary information, validating configurations, approving stages, managing Users and carrying out the operations required to use the Platform.

5.19. Where the nature of the Services involves technical integrations, data imports, advanced configurations, connection with third-party systems or interventions on the Beneficiary's infrastructure, the Beneficiary will also designate a person responsible from a technical standpoint, internal or external, to ensure cooperation with Swolv.

5.20. Communications, confirmations, validations, approvals or instructions sent by the persons designated by the Beneficiary will be deemed valid and binding on the Beneficiary, unless the Beneficiary notifies Swolv in writing of a limitation, replacement or withdrawal of their mandate.

5.21. The Beneficiary is liable for any delay, error, non-conformity or damage caused by the failure to designate responsible persons, by their lack of cooperation, by sending contradictory instructions, or by changing contact persons without prior notice to Swolv.

5.22. The Beneficiary understands and accepts that Swolv does not verify, validate, control or assume liability for the legality, accuracy, timeliness, completeness, conformity or usefulness of the Beneficiary's Data and of the documents generated, processed or managed through the Platform.

5.23. The Beneficiary is solely responsible for how it interprets, uses, downloads, transmits, communicates or leverages the documents, reports, files, results or information obtained through the Platform.

5.24. The Beneficiary undertakes to comply with all legal provisions applicable to its activity, including, without limitation, provisions on the protection of personal data, confidentiality, copyright, intellectual property rights, information security, document archiving, taxation, labour law, commercial law and any other regulations relevant to the field in which the Beneficiary carries out its activity.

5.25. The Beneficiary undertakes not to use the Platform for illegal, fraudulent, abusive, deceptive, immoral, harmful activities or activities contrary to accepted standards of conduct, including, without limitation, uploading, transmitting, storing or processing data, documents or materials that violate the law, third-party rights, intellectual property rights, confidentiality or personal data protection rules.

5.26. The Beneficiary undertakes not to use the Platform in any way that could affect, disrupt, compromise, overload, damage or limit the operation of the Website, the Platform, the Services, the technical infrastructure, IT systems, networks or security measures of Swolv or of third parties.

5.27. The Beneficiary undertakes not to attempt to gain unauthorised access to other accounts, systems, servers, databases, source code, information, functionalities, modules or areas of the Platform that are not intended for it or for which it does not have access rights.

5.28. The Beneficiary undertakes not to copy, modify, adapt, translate, decompile, disassemble, reproduce, distribute, sublicense, rent, sell, make available to third parties, or otherwise exploit the Platform, the code, structure, design, functionalities or protected elements of Swolv, unless such use is expressly permitted in writing by the Provider.

5.29. The Beneficiary undertakes not to use robots, scripts, crawlers, scraping, automated mechanisms, vulnerability testing, security scans or other similar tools against the Website or the Platform, without Swolv's prior written consent.

5.30. The Beneficiary has the obligation to keep the Access Credentials confidential and to ensure that they are used exclusively by authorised persons. Any disclosure, transmission, loss, compromise or unauthorised use of the Access Credentials is at the Beneficiary's own risk and liability.

5.31. The Beneficiary has the obligation to inform Swolv, as soon as possible, of any unauthorised access, loss of credentials, suspected compromise of the Account, security incident, significant technical error, irregularity, or non-compliant use of the Platform of which it becomes aware.

5.32. The Beneficiary is fully liable for all activities carried out through its Account, regardless of whether these are carried out by the Beneficiary, its Users, representatives, employees, collaborators, authorised persons, or any other persons who gained access to the Account as a result of the Beneficiary's act or omission.

5.33. The Beneficiary has the obligation to ensure that its Users comply with these Terms and Conditions, the instructions communicated by Swolv, the Platform's usage rules and applicable legislation. Any breach committed by Users will be considered a breach committed by the Beneficiary.

5.34. With regard to personal data entered or processed through the Platform, the Beneficiary has the obligation to comply with applicable personal data protection legislation, including ensuring a legal basis for processing, informing data subjects, respecting their rights, minimising data, ensuring data accuracy, setting retention periods, and adopting appropriate technical and organisational measures.

5.35. To the extent the Beneficiary determines the purposes and means of processing personal data entered into the Platform, the Beneficiary acts as a data controller, and Swolv may act, as applicable, as a processor or technical provider, within the limits and conditions set out in the applicable personal data protection documentation.

5.36. The Beneficiary declares that it holds all rights, agreements, consents, licences, authorisations and legal grounds necessary to enter, upload, transmit, process or store the Beneficiary's Data in the Platform, and that their use does not infringe the rights of the Provider or of any third party.

5.37. The Beneficiary will indemnify and hold Swolv harmless from any damage, loss, cost, expense, sanction, claim, demand, action or liability resulting from a breach by the Beneficiary or its Users of these Terms and Conditions, of applicable legislation, of third-party rights, of personal data protection obligations, or from improper use of the Platform.

5.38. The Beneficiary understands and accepts that failure to fulfil the obligations set out in this chapter may lead to the suspension, restriction or termination of access to the Platform, deletion of the Account, termination of the contractual relationship and/or the exercise by Swolv of any rights and remedies provided by law or by these Terms and Conditions.

6.1. Swolv makes available to the Beneficiary the Platform and the related Services, under the conditions of these Terms and Conditions, of the chosen Subscription, of the placed Order and of the applicable technical, operational and commercial limits.

6.2. Swolv acts, primarily, as the provider of a digital platform and, as applicable, as a provider of information society services, making available to the Beneficiary the technical infrastructure and the functionalities necessary for creating, customising, administering, processing, storing, viewing, downloading and/or managing documents, data, files and information entered by the Beneficiary into the Platform.

6.3. Swolv is not the author, initiator, validator or beneficiary of the Beneficiary's Data, of documents generated by the Beneficiary, or of Content entered, uploaded, processed or stored by the Beneficiary through the Platform. The Beneficiary remains solely responsible for the content, legality, accuracy, completeness and use of such data, documents and information.

6.4. Swolv has no general obligation to monitor, verify, validate, control or oversee the Beneficiary's Data, documents, files, information or Content entered, uploaded, generated, processed or stored by the Beneficiary in the Platform, except where such an obligation expressly results from law or from a written agreement between the Parties.

6.5. Swolv grants the Beneficiary, for the duration of the contractual relationship and subject to compliance with these Terms and Conditions, a limited, non-exclusive, non-transferable, non-sublicensable and revocable right of access to and use of the Platform, exclusively for the Beneficiary's internal, professional use, within the limits of the contracted Subscription or Services.

6.6. The right of use granted to the Beneficiary does not transfer any ownership right over the Platform, the Website, the source code, the architecture, the databases, the interfaces, the design, the trademarks, trade names, know-how, documentation, graphic elements, functionalities or any other elements belonging to Swolv or licensed to Swolv.

6.7. The Beneficiary acquires no rights over the source code, object code, software architecture, databases, Platform structure, interfaces, workflows, algorithms, technical documentation, know-how, trademarks, trade names, graphic elements, design, concepts, functionalities or any other intellectual property elements belonging to Swolv or licensed to Swolv.

6.8. No provision of these Terms and Conditions shall be interpreted as transferring to the Beneficiary any intellectual property right over the Platform, the Website or the Services, the Beneficiary acquiring exclusively a limited right of access and use, under the conditions of this document and of the contracted Subscription.

6.9. Swolv has the right to develop, modify, update, improve, optimise, restrict, replace or remove certain functionalities of the Platform, depending on technical, commercial, operational, security or legislative needs, provided such changes do not substantially affect the Services already contracted by the Beneficiary, except in justified cases.

6.10. Swolv may offer the Beneficiary the possibility to test the Platform or certain Services free of charge for a period of 30 days or for another period communicated by the Provider. After the trial period expires, access to the Platform or to certain functionalities may be deactivated, suspended or restricted, if the Beneficiary does not contract a paid Subscription.

6.11. Swolv will make reasonable efforts to ensure the Platform operates properly, in accordance with usual standards applicable to similar digital services, without guaranteeing uninterrupted, error-free operation, free of vulnerabilities, incompatibilities or temporary interruptions.

6.12. Swolv will make reasonable efforts to ensure the availability of the Platform, however the Beneficiary understands that access to the Platform may be affected by maintenance, updates, technical interventions, security incidents, software errors, third-party services, internet connection interruptions, the Beneficiary's equipment, force majeure events or other causes not under Swolv's exclusive control.

6.13. Swolv has the right to carry out maintenance, update, remediation, security, development or modernisation work on the Website, the Platform, the technical infrastructure or the Services. In the case of planned maintenance work that may significantly affect access to the Platform, Swolv will make reasonable efforts to inform the Beneficiary in advance.

6.14. In the case of urgent interventions, caused by technical incidents, security vulnerabilities, operational risks, cyberattacks, critical errors or other situations requiring immediate remediation, Swolv may suspend, limit or temporarily interrupt access to the Platform without prior notice, and will inform the Beneficiary within a reasonable time, if the nature of the situation allows this.

6.15. Swolv will provide the Beneficiary with technical assistance for matters related to the access, operation and use of the Platform, Monday to Friday, between 10:00 - 17:00, Romanian time, through the email address support@swolv.ro or through other channels communicated by the Provider.

6.16. The specific conditions regarding technical support, assistance levels, estimated response times, request priority, support intervals, support limitations and, as applicable, the Platform's availability levels may be governed by a support policy, an SLA, a commercial offer, an Order, or another special document communicated by Swolv or agreed between the Parties.

6.17. In the absence of an SLA or a special document agreed in writing, Swolv will provide technical support under the standard conditions set out in these Terms and Conditions, on a reasonable-efforts basis, without assuming any guaranteed response or remediation times.

6.18. In the case of additional services, such as configuration, implementation, data import, migration, training, customisation, integration or post-activation assistance, Swolv may request that the Beneficiary confirm completion of a stage, a deliverable, a configuration, an import, an integration or a functionality made available.

6.19. The Beneficiary has the obligation to verify the services, deliverables, configurations or functionalities communicated by Swolv and to submit any written, reasoned and detailed objections within 5 business days from the date the completion or availability thereof was communicated.

6.20. In the absence of written, reasoned objections submitted within the above term, the respective services, deliverables, configurations, functionalities or stages will be deemed accepted by the Beneficiary, without any further formality being required.

6.21. The Beneficiary's objections must specifically identify the non-conformities claimed, with reference to the offer, the Order, the agreed specifications, the applicable documentation or the contracted functionalities. General, unsubstantiated, abusive observations, or those concerning functionalities not included in the contracted Services, will not prevent acceptance of the services provided.

6.22. The Beneficiary's actual use of the functionality, configuration, integration, imported data or any deliverable made available by Swolv will be considered acceptance thereof, unless the Beneficiary has submitted reasoned objections within the term set out above.

6.23. The technical assistance provided by Swolv does not include legal, tax, accounting, financial, valuation, compliance, archiving, data protection or other professional advice, and Swolv is not liable for decisions made by the Beneficiary based on documents, data, reports or results generated through the Platform.

6.24. Swolv will make reasonable efforts to implement appropriate technical and organisational measures to protect the Platform, the Accounts and the data processed through it, based on the nature of the Services provided, the technical risks and the usual standards in the field.

6.25. Swolv will facilitate connection to the Platform through reasonable secure communication protocols, such as HTTPS or other similar technologies, to the extent these are appropriate and available for the Services provided.

6.26. Swolv may perform data backups, under the conditions of its internal technical policies. However, backups do not replace the Beneficiary's obligation to save, export, archive and preserve its own data, documents and files, in accordance with its operational needs and the legal obligations that apply to it.

6.27. Swolv does not guarantee full recovery of the Beneficiary's Data in all circumstances and is not liable for the loss, damage or unavailability of data caused by the Beneficiary's actions or omissions, by deletion of data by the Beneficiary or its Users, by improper use of the Platform, by compromise of Access Credentials, by the Beneficiary's equipment or systems, or by causes outside Swolv's reasonable control.

6.28. Swolv may provide data synchronisation and access to the Platform from devices connected to the internet, to the extent this functionality is technically available and included in the contracted Services. The Beneficiary understands that the Platform generally operates online and that the Services are not available offline, unless Swolv expressly states otherwise.

6.29. Swolv has the right to collect the Price owed by the Beneficiary for using the Platform, for the Subscription, for the contracted Services, for additional services, and for any other benefits provided at the Beneficiary's request or for its benefit.

6.30. Swolv has the right to suspend, restrict or block the Beneficiary's access to the Platform, in whole or in part, in the event of non-payment of amounts due, breach of these Terms and Conditions, non-compliant use of the Platform, the existence of reasonable indications of illegal, fraudulent, abusive or harmful use of the Services, or the existence of a risk to the security of the Platform, the Account, other beneficiaries, or Swolv's infrastructure.

6.31. If Swolv receives a notification, report, complaint or request regarding the existence of data, documents, information or activities of an apparently unlawful, fraudulent, abusive or harmful nature carried out through the Beneficiary's Account, Swolv reserves the right to suspend the Account, to block access to certain functionalities, to restrict use of the Platform, or to take any other reasonable measures to limit the risks, without such a measure giving rise to Swolv's liability towards the Beneficiary.

6.32. Swolv is not liable for the loss, disclosure, transmission, compromise or unauthorised use of the Beneficiary's Access Credentials, if these were caused by the act, omission, fault, negligence, lack of diligence or insufficient security measures of the Beneficiary or its Users.

6.33. Swolv has the right to assign, transfer, outsource or subcontract, in whole or in part, certain services, activities, functionalities, technical components, hosting, cloud, support, payment processing, maintenance, development, security or other services necessary to provide the Platform, without requiring the Beneficiary's prior consent, provided applicable legal obligations are complied with.

6.34. Swolv may use third-party providers for hosting, cloud infrastructure, technical services, payment processing, communications, analytics, security, maintenance or other auxiliary services. Swolv is not liable for interruptions, limitations, errors or unavailability caused exclusively by third-party providers, but will make reasonable efforts to remedy or limit the effects of such situations.

6.35. Swolv has the right to collect and use technical, statistical, anonymised or aggregated data regarding the use of the Website, the Platform and the Services, for purposes of analysis, improvement, development, security, reporting, promotion or optimisation of the Services, provided such data does not allow direct identification of the Beneficiary or of data subjects, except where permitted by law.

6.36. Swolv has the right to transmit data, information or documents to authorities, public institutions, courts, criminal investigation bodies or other competent recipients, to the extent such transmission is required by law, by a court decision, by a legal request, or is necessary to protect Swolv's rights, legitimate interests, security or assets.

6.37. Swolv has the right to update the policies, documentation, technical rules, commercial conditions, functionalities and procedures applicable to the Platform, to the extent necessary to comply with legal provisions, to improve the Services, to secure the Platform, or to adapt to the technical and operational requirements of its activity.

6.38. Swolv undertakes to respect the confidentiality of the Beneficiary's information to which it has access in performing these Terms and Conditions, under the conditions set out in the chapter on confidentiality, except where disclosure is permitted by the Beneficiary, necessary to provide the Services, required by law, or justified by the defence of Swolv's rights and legitimate interests.

6.39. Swolv undertakes to process personal data in accordance with applicable data protection legislation, within the limits of its specific role in each processing operation and in accordance with the documents applicable to data protection matters.

6.40. The obligations assumed by Swolv under these Terms and Conditions are obligations of means, not obligations of result, except for obligations which, by their nature or by the Parties' express agreement, are qualified as obligations of result.

7.1. The Beneficiary is solely responsible for all activities carried out through its Account, its Users, its Access Credentials, as well as for any use of the Website, the Platform and the Services carried out directly or indirectly in its name or on its behalf.

7.2. The Beneficiary is fully liable for any damage, loss, cost, expense, sanction, claim, demand, action or liability caused to Swolv, other beneficiaries, third parties or competent authorities as a result of the use of the Platform by the Beneficiary, its Users, representatives, employees, collaborators, authorised persons, or any other persons who have access to the Account as a result of the Beneficiary's act or omission.

7.3. The Beneficiary warrants that all of the Beneficiary's Data, documents, files, information and materials entered, uploaded, transmitted, generated, processed, saved or managed through the Platform are legal, accurate, complete, current and do not infringe legal provisions, intellectual property rights, personal data protection rights, confidentiality obligations, or any other rights or legitimate interests of Swolv or of third parties.

7.4. The Beneficiary is solely responsible for the purpose for which it uses the Platform and the Services, for how it configures the Account, for setting the access rights granted to Users, for managing those rights, as well as for the behaviour and actions of its Users within the Platform.

7.5. The Beneficiary is responsible for entering information into the Platform correctly, completely and on an up-to-date basis, as well as for verifying the documents, reports, files, results or information generated through the Platform. Swolv is not liable for the consequences generated by data that is incorrect, incomplete, outdated, entered erroneously or improperly interpreted by the Beneficiary or its Users.

7.6. The Beneficiary understands and accepts that the Platform is a technical tool made available under the conditions of these Terms and Conditions and does not substitute for the verifications, decisions, professional analysis, legal obligations, compliance obligations, archiving obligations, or the tax, accounting, legal or administrative obligations that fall on the Beneficiary in carrying out its own activity.

7.7. Swolv is not liable for the Beneficiary's use of the Platform or the Services for illegal, fraudulent, abusive, immoral or harmful purposes or purposes contrary to these Terms and Conditions, applicable legislation or third-party rights.

7.8. Swolv is not liable for damage caused by improper use of the Platform, by failure to comply with usage instructions, by misconfigurations made by the Beneficiary, by the actions of Users, by the disclosure or compromise of Access Credentials, by the Beneficiary's lack of security measures, or by using the Platform from unsafe equipment, networks or systems.

7.9. The Beneficiary has the obligation to fully indemnify Swolv for any direct or indirect damage, cost, expense, fine, sanction, loss, professional fee, tax, penalty, claim or liability resulting from a breach by the Beneficiary or its Users of these Terms and Conditions, applicable legislation, third-party rights, or obligations assumed towards Swolv.

7.10. A breach by the Beneficiary of these Terms and Conditions, unlawful or abusive use of the Platform, non-payment of amounts owed, transmission of unlawful data or content, compromise of the security of the Platform, infringement of Swolv's or third-party rights, or any other harmful conduct, entitles Swolv to suspend, restrict or terminate the Beneficiary's access to the Platform, without prejudice to the right to seek full recovery of the damage caused.

7.11. In serious cases of breach of these Terms and Conditions, Swolv may terminate the contractual relationship with immediate effect, may block access to the Account, and, as applicable, may delete the Beneficiary's Account, subject to applicable legal provisions and minimum data retention obligations, to the extent these exist.

7.12. Swolv will make reasonable efforts for the proper operation of the Website, the Platform and the Services, but does not guarantee that they will operate without interruptions, errors, delays, incompatibilities, vulnerabilities, technical limitations or temporary unavailability.

7.13. Swolv does not warrant, expressly or implicitly, that the Platform or the Services will meet all of the Beneficiary's particular requirements, that they will produce a particular economic, legal, tax, operational or commercial result, or that they will be suitable for a specific purpose, except for the functionalities expressly described by the Provider.

7.14. Swolv is not liable for damage caused by interruption of access to the Platform, by planned or emergency maintenance, by technical errors, by temporary unavailability, by updates, by limitations of communication networks, by malfunctions of the Beneficiary's equipment, by services provided by third parties, by cyberattacks, by force majeure events, or by other causes outside Swolv's reasonable control.

7.15. Swolv is not liable for loss of profit, loss of revenue, loss of opportunities, commercial losses, damage to reputation, business interruption, loss of data, indirect losses, consequential, special, incidental or punitive damages, regardless of whether these were foreseeable or whether Swolv was informed of the possibility of their occurrence.

7.16. To the maximum extent permitted by law, Swolv's total liability towards the Beneficiary, regardless of the basis of liability, will be limited to the amounts actually paid by the Beneficiary to Swolv for the Services that gave rise to the alleged liability, in the last month prior to the occurrence of the damaging event.

7.17. Swolv is not liable for the content, legality, accuracy, completeness, timeliness, usefulness or conformity of the Beneficiary's Data, of the documents generated, of the files uploaded, or of the information processed through the Platform.

7.18. Swolv stores or may store the Beneficiary's Data and the documents uploaded to the Account through infrastructure, hosting, cloud or other technical services provided by third parties. The Beneficiary understands and accepts that the provision of the Platform may depend on such third-party services.

7.19. Cloud, hosting, technical infrastructure, communications, payment processing, security, support or other auxiliary services may be provided by third parties selected by Swolv, under appropriate contractual relationships. Swolv will make reasonable efforts to use suitable providers, but is not liable for interruptions, errors, limitations or unavailability caused exclusively by these providers or by causes outside Swolv's reasonable control.

7.20. Swolv is not liable for the loss, deletion, damage or unavailability of the Beneficiary's Data to the extent this is caused by the Beneficiary, by its Users, by misconfigurations, by voluntary or accidental deletions, by improper use of the Platform, by the Beneficiary's failure to save or export data, or by causes outside Swolv's reasonable control.

7.21. The Beneficiary has the obligation to save, export, archive and preserve the data, documents and files necessary for its activity, in accordance with its legal and operational obligations. Backups performed by Swolv, if any, have a technical and operational purpose and do not replace the Beneficiary's obligation to manage its own data.

7.22. Where Swolv is required by law, by a competent authority, by a court, or by a criminal investigation body to transmit data, information, documents or content related to the Beneficiary, Swolv may comply with such a request, within the limits of the law, without this constituting a breach of these Terms and Conditions.

7.23. The Beneficiary understands and accepts that Swolv may take reasonable measures to prevent, limit or remedy fraudulent, abusive, unlawful activities, or activities that may affect the security of the Platform, including suspending access, restricting certain functionalities, blocking the Account, or notifying competent authorities, to the extent the circumstances justify such measures.

7.24. No provision of this chapter limits Swolv's right to seek full compensation for damage caused by fraud, unlawful use, infringement of intellectual property rights, breach of confidentiality obligations, breach of personal data protection legislation, non-payment of amounts owed, or any other culpable breach of these Terms and Conditions by the Beneficiary.

8.1. Swolv will process personal data in accordance with applicable data protection legislation, including Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, Law no. 190/2018, as well as any other applicable legal provisions.

8.2. Within the contractual relationship with the Beneficiary, Swolv may process personal data in two distinct capacities, depending on the purpose and specific means of each processing operation.

8.3. With regard to the data necessary for creating and administering the Account, identifying the Beneficiary, managing the contractual relationship, issuing invoices, collecting payments, communicating with the Beneficiary, providing technical support, preventing fraud, securing the Platform, fulfilling legal obligations, and defending Swolv's rights and legitimate interests, the Provider generally acts as a data controller.

8.4. With regard to personal data entered, uploaded, transmitted, generated, processed or stored by the Beneficiary or its Users in the Platform, to the extent the Beneficiary determines the purposes and means of processing, the Beneficiary acts as a data controller, and Swolv acts, as applicable, as a processor, exclusively within the limits of the Beneficiary's instructions and these Terms and Conditions.

8.5. The Beneficiary is solely responsible for the lawfulness of processing personal data entered into the Platform, including for the existence of a legal basis for processing, informing data subjects, complying with processing principles, handling data subject requests, setting retention periods, minimising data, and complying with any other obligations that apply to it as a controller.

8.6. The Beneficiary declares and warrants that all personal data entered, uploaded, transmitted, generated, processed or stored in the Platform is processed lawfully, fairly and transparently, and that it holds all rights, agreements, disclosures, consents, legal grounds and authorisations necessary to use the Platform in connection with this data.

8.7. Swolv does not determine the purposes for which the Beneficiary enters or uses personal data in the Platform and does not verify the lawfulness, accuracy, completeness, proportionality or necessity of such data. Liability for these aspects rests solely with the Beneficiary.

8.8. Swolv will process the personal data entered by the Beneficiary in the Platform only for the purpose of providing the Services, ensuring the operation of the Platform, providing technical support, securing the infrastructure, performing backups, performing contractual obligations, and, as applicable, fulfilling its legal obligations.

8.9. Swolv undertakes not to use the Beneficiary's Data for purposes other than those necessary to provide the Platform and the Services, except where the Beneficiary has given an express instruction or authorisation, or where such processing is required by law.

8.10. Swolv will make reasonable efforts to implement appropriate technical and organisational measures to protect the personal data processed through the Platform against unauthorised access, loss, destruction, alteration, unauthorised disclosure or unlawful processing, based on the nature of the data, the risks of processing, the state of the art and the costs of implementation.

8.11. Access to personal data processed through the Platform will be limited, within Swolv, to persons who need such access to perform their duties, to provide the Services, for technical support, maintenance, security, billing, contract administration, or to fulfil legal obligations. Persons authorised to process such data will be bound by appropriate confidentiality obligations.

8.12. Swolv may use third-party providers, including providers of hosting, cloud, technical infrastructure, maintenance, support, communications, payment processing, security, or other auxiliary services necessary to provide the Platform. To the extent these providers process personal data on behalf of Swolv or of the Beneficiary, Swolv will make reasonable efforts to ensure they offer appropriate data protection guarantees.

8.13. By accepting these Terms and Conditions, the Beneficiary grants Swolv a general authorisation to use sub-processors necessary to provide the Platform and the Services. Swolv will inform the Beneficiary of relevant changes regarding the addition or replacement of sub-processors, to the extent such notice is required by applicable legislation or data protection documentation.

8.14. Where personal data is transferred outside the European Economic Area, Swolv will take the measures necessary to ensure the transfer is carried out in accordance with applicable legal provisions, including, as applicable, by using standard contractual clauses, adequacy decisions, or other safeguards recognised by data protection legislation.

8.15. Swolv will provide the Beneficiary with reasonable assistance, as far as possible and taking into account the nature of the processing and the information available to the Provider, in fulfilling the Beneficiary's obligations to respond to data subject requests and to comply with obligations regarding the security of processing, notification of security breaches, data protection impact assessments, and prior consultation of the supervisory authority, to the extent these obligations apply to the Beneficiary.

8.16. The Beneficiary understands that Swolv cannot respond directly to data subject requests regarding data entered by the Beneficiary in the Platform, except to the extent it acts as a controller for its own processing. Where Swolv receives a request concerning data for which the Beneficiary is the controller, Swolv will redirect the request to the Beneficiary or inform the requester to contact the Beneficiary, to the extent this is possible and lawful.

8.17. In the event of a personal data security breach concerning data processed by Swolv as a processor, Swolv will inform the Beneficiary without undue delay after becoming aware of the incident, to the extent the incident concerns the Beneficiary's data and notification is required under applicable legislation.

8.18. The Beneficiary remains responsible for assessing the need to notify the supervisory authority and/or the data subjects, to the extent the Beneficiary acts as controller of the affected data.

8.19. Upon termination of the contractual relationship or expiry of the Subscription, Swolv will delete or return the Beneficiary's Data, depending on available functionalities, the Beneficiary's instructions, applicable technical policies and legal retention obligations. The Beneficiary has the obligation to export or save the data it wishes to keep before access to the Platform ends.

8.20. Swolv may retain certain data after termination of the contractual relationship to the extent retention is necessary to fulfil legal obligations, to defend Swolv's rights and legitimate interests, for accounting, tax, security, audit purposes, to prevent fraud, or to resolve disputes.

8.21. Detailed information regarding the processing carried out by Swolv as a controller, the categories of data processed, purposes, legal grounds, retention periods, recipients of data and the rights of data subjects are set out in the Privacy Policy available on the Website or communicated to the Beneficiary through the means made available by Swolv.

8.22. Where, for certain Services, the nature of the processing requires the conclusion of a separate agreement regarding the processing of personal data, i.e. a Data Processing Agreement, the Parties will conclude such a document, which will supplement these Terms and Conditions.

8.23. In case of discrepancy between these Terms and Conditions and the Privacy Policy or the separate data processing agreement, the provisions of the special document applicable to the processing of personal data will prevail with regard to data protection matters.

9.1. These Terms and Conditions terminate in the cases provided for in this chapter, in the other clauses of the document, by agreement of the Parties, or in any other cases provided by law.

9.2. The contractual relationship between Swolv and the Beneficiary may end by written agreement of the Parties, setting out the specific conditions regarding the termination date, payment of outstanding amounts, deactivation of access to the Platform, export of the Beneficiary's Data, and any other aspects necessary to close the contractual relationship.

9.3. The Beneficiary may unilaterally terminate the Subscription or the use of the Services by sending a written notice to Swolv, at least 30 calendar days before the date on which termination is desired, unless the Parties have agreed on a different term or other commercial conditions.

9.4. Unilateral termination by the Beneficiary generally takes effect upon expiry of the already paid period, without the Beneficiary being entitled to a refund of amounts paid for the current contractual period, unless the Parties expressly agree otherwise or the law provides otherwise.

9.5. Swolv may unilaterally terminate the contractual relationship, with prior notice to the Beneficiary of at least 30 calendar days before the termination date, if it decides to stop providing certain Services, to significantly modify the Platform, to withdraw a Subscription, or to end the collaboration with the Beneficiary for commercial, technical or operational reasons.

9.6. Swolv may terminate these Terms and Conditions with immediate effect, without the intervention of a court and without any other prior formality, under art. 1553 of the Civil Code, if the Beneficiary culpably breaches the obligations assumed under this document, and the breach is not remedied within the term indicated by Swolv through notice, if remediation is possible.

9.7. The following, without limitation, constitute cases of material breach that may justify the suspension, restriction or immediate termination of the Beneficiary's access to the Platform:

• failure to pay amounts owed to Swolv on time;
• use of the Platform for illegal, fraudulent, abusive, immoral or harmful purposes;
• infringement of Swolv's or third parties' intellectual property rights;
• uploading, transmitting, storing or processing through the Platform of data, documents, files or content that is unlawful or infringes third-party rights;
• compromise of the security of the Platform, the Account, other beneficiaries, or Swolv's technical infrastructure;
• unauthorised disclosure, transmission or improper use of Access Credentials;
• providing false, incomplete or outdated information that affects the performance of the contractual relationship;
• breach of confidentiality or personal data protection obligations;
• use of automated mechanisms, scripts, bots, scraping, unauthorised scans, or other similar tools against the Platform;
• any conduct of the Beneficiary or its Users that may cause damage to Swolv, other beneficiaries, third parties, or the proper functioning of the Platform.

9.8. In the event of non-fulfilment or defective fulfilment of contractual obligations by the Beneficiary, Swolv has the right, depending on the severity of the breach, to request its remediation, to temporarily suspend access to the Platform, to restrict certain functionalities, to block the Account, to refuse to provide the Services, or to terminate the contractual relationship.

9.9. Where the Beneficiary enters dissolution, liquidation, insolvency, bankruptcy proceedings, is struck off the register, ceases its activity, has its operating authorisation withdrawn, or is in any other similar situation affecting its ability to fulfil its obligations, Swolv has the right to suspend or terminate the contractual relationship, without prejudice to its right to recover amounts owed.

9.10. Termination of the contractual relationship, regardless of the cause, does not affect the Beneficiary's already due obligations, including the obligation to pay the price, late payment penalties, additional costs, recovery expenses, or any other amounts owed to Swolv up to the termination date.

9.11. Termination of these Terms and Conditions, however caused, does not remove the liability of the Party that, through its culpable act, caused the termination of the contractual relationship or damage to the other Party.

9.12. As of the date of termination of the contractual relationship, the Beneficiary's right of access to and use of the Platform ends, and Swolv has the right to deactivate, suspend or delete the Beneficiary's Account, under the conditions of these Terms and Conditions and of the applicable technical policies.

9.13. The Beneficiary has the obligation to export, download or save, prior to termination of the contractual relationship or expiry of the Subscription, the Beneficiary's Data, documents, files and information it wishes to keep, to the extent the Platform allows this functionality.

9.14. After termination of the contractual relationship, Swolv has no obligation to keep, recover, restore or make available to the Beneficiary the Beneficiary's Data, documents or files related to the Account, unless such an obligation results from law, from a written agreement between the Parties, or from technical policies communicated by Swolv.

9.15. Swolv may retain certain data, documents or information after termination of the contractual relationship to the extent retention is necessary to fulfil legal, tax, accounting or audit obligations, security, defending Swolv's rights and legitimate interests, resolving disputes, preventing fraud, or proving performance of the contractual relationship.

9.16. Termination of these Terms and Conditions does not affect clauses which, by their nature, must continue to have effect after termination, including clauses on payment of amounts owed, contractual liability, limitation of liability, confidentiality, personal data protection, intellectual property, applicable law, dispute resolution, and any other provisions which, by their subject matter, survive termination of the contractual relationship.

10.1. The Beneficiary understands and accepts that the Website, the Platform and the Services are provided „as is” and „as available”, within the limits of the functionalities existing at the time of use, without express or implied warranties, except for those expressly provided for in these Terms and Conditions or in commercial documents agreed in writing between the Parties.

10.2. Swolv does not guarantee that the Platform or the Services will operate continuously, uninterrupted, error-free, without delays, without vulnerabilities, without incompatibilities, or without temporary unavailability, and does not guarantee that all technical errors will be remedied within a particular time frame, or that the Platform will be compatible with any equipment, operating system, browser, software, network or technical configuration used by the Beneficiary.

10.3. Swolv does not guarantee that the Platform or the Services will meet all of the Beneficiary's particular requirements or that their use will result in a particular economic, commercial, operational, legal, tax, accounting, administrative or other outcome.

10.4. Swolv does not provide, through the Platform, legal, tax, accounting, financial, valuation, compliance, or other professional advice, unless the Parties expressly and in writing agree on the provision of such separate services. The Beneficiary remains solely responsible for the verifications, interpretations, decisions and measures adopted in its activity based on the data, documents, reports or results generated through the Platform.

10.5. Swolv is not liable for damage caused by information, data, documents or files entered, uploaded, generated, processed, stored or used by the Beneficiary or its Users in the Platform, including where these are incorrect, incomplete, outdated, unlawful, non-compliant, or improperly used.

10.6. Swolv is not liable for damage caused by use of the Platform in breach of these Terms and Conditions, of the usage instructions, of the communicated documentation, of applicable legislation, or of third-party rights.

10.7. Swolv is not liable for damage caused by the actions or omissions of the Beneficiary, its Users, representatives, employees, collaborators or authorised persons, including, without limitation, for the loss, disclosure or compromise of Access Credentials, misconfiguration of the Account, improper granting of access rights, deletion of data, use of unsafe equipment, or lack of adequate security measures.

10.8. Swolv is not liable for interruptions, delays, errors, limitations, unavailability, data loss, or other damage caused by third-party providers, hosting, cloud, infrastructure, communications, payment processing services, the internet, electricity, external IT systems, the Beneficiary's equipment, cyberattacks, force majeure events, or other causes outside Swolv's reasonable control.

10.9. Under no circumstances will Swolv, its directors, shareholders, employees, collaborators, subcontractors, partners or providers be liable to the Beneficiary for indirect losses, consequential, special, incidental, punitive or similar damages, including, without limitation, loss of profit, loss of revenue, loss of opportunities, commercial losses, loss of clientele, business interruption, damage to reputation, loss of data, costs of substitute services, or any other indirect damage, regardless of whether it was foreseeable or whether Swolv was informed of the possibility of its occurrence.

10.10. To the maximum extent permitted by law, Swolv's total and cumulative liability towards the Beneficiary, regardless of the basis of liability — contractual, tortious or otherwise — will be limited to the amounts actually paid by the Beneficiary to Swolv for the Services that gave rise to the alleged liability, in the last 3 months prior to the occurrence of the damaging event.

10.11. Where the Beneficiary has used the Platform during a free trial period or without paying for a Subscription, Swolv's liability will be limited, to the maximum extent permitted by law, to the amount of 100 lei, regardless of the nature of the alleged damage and the basis of liability.

10.12. The limitation of liability set out in this chapter applies regardless of whether the Beneficiary's claims are formulated on a contractual, tortious, product-liability, unjust-enrichment, negotiorum-gestio, or any other legal basis.

10.13. No provision of these Terms and Conditions shall be interpreted as limiting or excluding Swolv's liability in cases where such a limitation or exclusion is expressly prohibited by law, including in the case of proven intent or gross negligence by Swolv.

10.14. The Beneficiary understands and accepts that the limitations of liability set out in this chapter constitute an essential condition for the provision of the Services and for setting their Price, and that in the absence of these limitations the applicable commercial conditions would have been different.

10.15. The provisions of this chapter continue to have effect after the termination, expiry, cancellation or rescission of the contractual relationship between the Parties, for any reason.

11.1. The Parties undertake to keep confidential all confidential information to which they have access in connection with the negotiation, conclusion, performance, modification or termination of these Terms and Conditions.

11.2. „Confidential Information” means any information, document, data, file, material, communication, know-how, or technical, commercial, financial, operational, legal, contractual or other information, transmitted or made available by one Party to the other, regardless of the form in which it is communicated — verbally, in writing, electronically, visually, or through access to the Platform — including, without limitation, information regarding the Platform, the Services, prices, the Beneficiary's data, documents uploaded to the Account, access data, internal procedures, clients, partners, suppliers, technical solutions, code, architecture, functionalities, development plans, commercial conditions, and any other information which, by its nature or by the circumstances of its communication, must be regarded as confidential.

11.3. Confidential Information need not be expressly marked as confidential to benefit from the protection of this chapter, if its nature or the circumstances in which it was communicated reasonably indicate its confidential character.

11.4. The Party receiving Confidential Information undertakes:

• to use it exclusively for the purpose of performing these Terms and Conditions and carrying out the contractual relationship between the Parties;
• not to disclose, communicate, transmit, publish or make it available to third parties without the prior written consent of the Party that communicated it;
• not to copy, reproduce, store, extract or process it other than to the extent necessary to perform the obligations assumed;
• to take reasonable measures to protect its confidentiality, at least at the same level of diligence it applies to its own confidential information of a similar nature;
• to limit access to the Confidential Information to persons who need such information to perform these Terms and Conditions.

11.5. Confidential Information may be disclosed to employees, directors, shareholders, consultants, lawyers, auditors, accountants, subcontractors, technical service providers, or other collaborators of the receiving Party, only to the extent disclosure is necessary to perform these Terms and Conditions, to provide the Services, to fulfil legal obligations, or to defend the rights and legitimate interests of that Party.

11.6. The Party disclosing Confidential Information to the persons mentioned above has the obligation to ensure that they are bound by appropriate confidentiality obligations, by law, contract, or applicable professional rules.

11.7. The confidentiality obligation does not apply to information that:

• was lawfully known to the receiving Party before it was received in the performance of this contract;
• was or becomes public without breach of these Terms and Conditions by the receiving Party;
• is lawfully obtained from a third party who is not bound by a confidentiality obligation;
• is independently developed by the receiving Party, without use of the Confidential Information of the other Party;
• must be disclosed pursuant to law, a court decision, a request issued by a competent authority, or applicable professional rules.

11.8. Where a Party is required to disclose Confidential Information pursuant to law, a court decision, or a request issued by a competent authority, it will inform the other Party, to the extent such notice is permitted by law, and will limit the disclosure to the information strictly necessary to fulfil that obligation.

11.9. No provision of this chapter limits Swolv's right to disclose information to the extent necessary to provide the Platform and the Services, to use third-party providers, to ensure hosting, cloud, infrastructure, support, maintenance, security, payment processing, communications, or other auxiliary services, subject to applicable legal obligations.

11.10. The Beneficiary undertakes to keep confidential the Access Credentials, technical information, documentation, configuration elements, materials, and any non-public information regarding the Platform. The Beneficiary is liable for any damage caused by unauthorised disclosure of such information by the Beneficiary, its Users, or any persons to whom the Beneficiary has permitted access.

11.11. Swolv undertakes to keep confidential the Beneficiary's Data and the information communicated by it, under the conditions of these Terms and Conditions, except where disclosure is necessary to provide the Services, to fulfil legal obligations, to defend Swolv's rights and legitimate interests, or is authorised by the Beneficiary.

11.12. The confidentiality obligation remains in force for the entire duration of the contractual relationship between the Parties and for a period of 5 years after its termination, regardless of the cause of termination. Information which, by its nature, constitutes trade secrets, sensitive technical information, access data, or personal data will remain protected for as long as it retains its confidential character or for as long as applicable legislation requires its protection.

11.13. Upon termination of the contractual relationship, each Party will cease using the other Party's Confidential Information and, upon request, will return or delete such information, to the extent this is technically and legally possible, except for information that must be retained under the law, for accounting, tax, audit, security, archiving purposes, to defend rights, or to resolve disputes.

11.14. Breach of confidentiality obligations may cause significant damage to the Party that communicated the Confidential Information. The Party at fault will be liable for all direct and indirect damage caused by breach of this chapter, without affecting the right of the injured Party to seek urgent measures, cessation of the breach, compensation for damage, and any other remedies provided by law.

11.15. The provisions of this chapter continue to have effect after the termination, expiry, cancellation or rescission of the contractual relationship between the Parties, regardless of the cause.

12.1. Force majeure exonerates the parties from liability, in the case of partial or total non-performance of the obligations assumed under this contract. Force majeure means an event independent of the parties' will, unforeseeable and insurmountable, occurring after the conclusion of the contract, which prevents the parties from performing, in whole or in part, the obligations assumed.

12.2. The party invoking force majeure has the obligation to notify the other party in writing within a maximum of 5 days of its occurrence.

12.3. The party invoking force majeure has the obligation to notify the other party of the cessation of its cause within a maximum of 15 days of its cessation.

12.4. If the force majeure event and its effects last more than 2 consecutive months, either Party may terminate the contractual relationship, by written notice sent to the other Party, without payment of damages, with the obligation of the Parties to perform their due obligations up to the termination date.

13.1. These Terms and Conditions, as well as any legal relationship arising from or in connection with accessing the Website, using the Platform, contracting the Services, or the performance, interpretation, modification, termination or rescission of the contractual relationship between the Parties, are governed by Romanian law.

13.2. The rights and obligations of the Parties, the legal effects of these Terms and Conditions, and any claim, demand, dispute or litigation arising from or in connection with them, will be interpreted and resolved in accordance with Romanian legislation in force, except for the rules of private international law that would lead to the application of a different law.

13.3. The Parties will make reasonable efforts to amicably resolve any dispute, litigation, disagreement or claim arising from or in connection with these Terms and Conditions, the use of the Platform, the provision of the Services, or the performance of the obligations assumed.

13.4. For this purpose, the interested Party will send the other Party a written notice indicating the nature of the dispute, the claims made, their grounds, and, as applicable, the measures proposed for amicable resolution. The Parties will attempt to amicably resolve the dispute within a reasonable time, without this stage preventing the interested Party from making urgent applications, provisional measures, presidential ordinances, or any other steps necessary to protect its rights.

13.5. The Parties may resort to mediation or any other alternative dispute resolution procedure, but only to the extent both Parties expressly agree to do so. The absence of an agreement on mediation, or the failure of the amicable procedure, does not condition either Party's right to apply to the competent courts.

13.6. Where the dispute cannot be resolved amicably, jurisdiction will lie with the Romanian courts materially competent at the Provider's registered office, unless the law imperatively provides for a different jurisdiction.

13.7. The Beneficiary accepts the jurisdiction of the courts referred to above for any dispute arising from or in connection with these Terms and Conditions, the use of the Website, the Platform, or the Services, including disputes regarding the validity, interpretation, performance, non-performance, termination, rescission, nullity or effects of this document.

13.8. The provisions of this chapter do not limit Swolv's right to bring claims, actions or judicial proceedings before other competent courts, to the extent these are necessary to recover receivables, to protect intellectual property rights, to defend confidentiality, to prevent imminent damage, to stop unlawful uses of the Platform, or to enforce rights recognised by law.

14.1. These Terms and Conditions, together with any annexes, policies, offers, commercial conditions, data protection documents, usage instructions, or other documents referenced herein, constitute the entire agreement between Swolv and the Beneficiary regarding access to the Website, use of the Platform, and provision of the Services.

14.2. By accepting these Terms and Conditions, the Beneficiary confirms that it has read, understood, and expressly accepted their content, including the clauses on the subject of the Services, duration, payment, suspension of access, termination of the contract, liability, limitation of liability, confidentiality, protection of personal data, applicable law, and jurisdiction of the courts.

14.3. These Terms and Conditions replace any prior understandings, discussions, negotiations, communications, offers or agreements between the Parties, whether verbal or written, having the same subject matter, unless the Parties have expressly agreed in writing that certain documents or special conditions remain applicable.

14.4. Where there are discrepancies between these Terms and Conditions and a commercial offer accepted by the Beneficiary, a separate contract, a personal data processing agreement, a special policy, or other particular conditions agreed in writing between the Parties, the special document will prevail only with regard to the aspects expressly governed by it.

14.5. No omission, delay, or failure by Swolv to exercise a right, remedy or prerogative provided for in these Terms and Conditions or by law will be interpreted as a waiver of that right and will not prevent its subsequent exercise.

14.6. Any waiver of a right, remedy or claim must be express and made in writing to have effect. Waiving a right in a particular situation will not be interpreted as a waiver of the same right or of other rights in future or similar situations.

14.7. Where any clause of these Terms and Conditions is considered void, unlawful, unenforceable or without effect, in whole or in part, by a competent court, a public authority, or under applicable law, this will not affect the validity, legality and enforceability of the other clauses.

14.8. A clause considered void, unlawful or unenforceable will be replaced, to the extent permitted by law, with a valid and enforceable provision that most faithfully reflects the Parties' original economic and legal intent. If such a replacement is not possible, the respective clause will be considered removed only to the extent necessary, without affecting the rest of these Terms and Conditions.

14.9. Swolv reserves the right to periodically update, modify, supplement or adapt these Terms and Conditions, depending on legislative, technical, operational, commercial or security changes, or the evolution of the Platform and the Services provided.

14.10. Changes made to these Terms and Conditions will be brought to the Beneficiary's attention by publishing the updated version on the Website, by notification within the Platform, by email, or by any other reasonable means chosen by Swolv.

14.11. Except where changes are required by law, by competent authorities, for urgent security reasons, to prevent fraud, or to remedy operational risks, Swolv will make reasonable efforts to inform the Beneficiary at least 15 calendar days before the relevant changes take effect.

14.12. Continued use of the Website, the Platform or the Services after the changes take effect constitutes their acceptance by the Beneficiary. If the Beneficiary does not agree with the changes made, it has the right to stop using the Platform and, as applicable, to request termination of the Subscription, under the conditions of these Terms and Conditions.

14.13. The Beneficiary has the obligation to periodically check the updated version of these Terms and Conditions available on the Website. The applicable version will be the one published on the Website at the date of use of the Platform, placement of the Order, or subscription to the Subscription, or, as applicable, the version notified to the Beneficiary by Swolv.

14.14. Any notice, request, communication or correspondence sent to Swolv in connection with these Terms and Conditions, the Platform or the Services must be sent in writing, to the email address hello@swolv.ro or to any other address subsequently indicated by Swolv for this purpose.

14.15. Communications sent by Swolv to the Beneficiary may be made by email, through the Platform, through notifications in the Account, by publication on the Website, or by any other reasonable means, using the contact details communicated by the Beneficiary.

14.16. The Beneficiary is responsible for maintaining correct, complete and up-to-date contact details. Any communication sent by Swolv to the contact details existing in the Account or communicated by the Beneficiary is deemed validly sent, even if the Beneficiary has not updated such details.

14.17. If a notice is sent by email, it is deemed received on the day it is sent, unless there is an automatic error message regarding the impossibility of delivery, unless the law imperatively provides for a different rule.

14.18. The Beneficiary may not assign, transfer or transmit to third parties the rights and obligations resulting from these Terms and Conditions, from the Subscription, or from the use of the Platform, without Swolv's prior written consent.

14.19. Swolv may assign, transfer or transmit the rights and obligations resulting from these Terms and Conditions to an affiliated company, to a successor in title, to an acquirer of the business, of the Platform, or of a significant part of its assets, or to any other entity, as part of a reorganisation, merger, division, asset transfer, business transfer or similar transaction, with notice to the Beneficiary, to the extent the law requires such notice.

14.20. The titles of the chapters and sections are introduced solely to facilitate reading and will not affect the interpretation of the content of these Terms and Conditions.

14.21. To the extent a clause of these Terms and Conditions is formulated in a general sense, it will be interpreted in conjunction with the other clauses of the document, with the nature of the Services, the purpose of the Platform, and applicable law.

14.22. To the extent the Parties agree, for certain Services, on commercial offers, Orders, implementation plans, technical annexes, support documents, SLAs, security policies, personal data processing agreements, cloud service conditions, technical documentation, or other special documents, these will supplement these Terms and Conditions and will form part of the contractual framework applicable to the relationship between the Parties.

14.23. In case of discrepancy between these Terms and Conditions and a special document agreed in writing between the Parties, the special document will prevail exclusively with regard to the aspects expressly governed by it, without affecting the applicability of the other provisions of these Terms and Conditions.

14.24. Acceptance of a commercial offer, an Order, an implementation plan, an SLA, a DPA, or any other special document may be carried out by signature, confirmation by email, acceptance within the Platform, making a payment, starting to use the Services, or by any other conduct from which the Beneficiary's agreement reasonably results.

14.25. These Terms and Conditions are available at https://swolv.ro/termeni, as well as, as applicable, within the Platform or through other means communicated by Swolv.

14.26. The provisions of this chapter continue to have effect after the termination, expiry, cancellation or rescission of the contractual relationship between the Parties, to the extent necessary for the interpretation, performance, or enforcement of the rights and obligations arising under these Terms and Conditions.