Terms & conditions.

The following terms shall have the meanings below, unless expressly provided otherwise:

1.1. swolv.ro: the internet site, as well as the set of services accessible on this website or on its subdomains.

1.2. Service: the services made available by the Provider through the swolv.ro site, in the form of a monthly subscription.

1.3. Provider: SWOLV S.R.L. („Swolv”) with its registered office at Str. Rocadei, no. 10-12, Camera 2, Et. Parter, Ap. 2, Sector 1, Bucharest, Romania, registered with the Bucharest Trade Register under no. J2026008262002, sole registration code 53813977, a company specialised in providing IT services.

1.4. Beneficiary: the legal entity or natural person with independent income, carrying out economic activities with or without patrimonial purpose, who places an order on the swolv.ro site or registers as a Beneficiary.

1.5. Holder: the legal representative of the Beneficiary, according to the legal documents submitted to the Provider at the date of signing this document or thereafter, whenever such a change occurs within the Beneficiary's legal entity;

1.6. Order: the order to purchase one or more services displayed on the swolv.ro site, placed by a beneficiary who wishes to use that/those service(s).

1.7. Visitor: the natural person who visits the swolv.ro website without having purchased services and without having placed an Order.

1.8. Account: a collection of settings used by the Provider's software to allow the Beneficiary access to the swolv.ro Platform in order to access the Platform's functionalities for entering data, uploading documents, viewing and accessing reports and/or any documents stored in the swolv.ro Platform;

1.9. Maintenance: represents maintenance work, routine work or upgrade work, which may affect the availability of the Provider's swolv.ro Platform;

1.10. Notification: a written notice transmitted by electronic mail or displayed on any other electronic medium regarding any planned interruption that will affect the availability of the swolv.ro Platform. The Provider will make reasonable efforts to send the Beneficiary such a notification at least 1 business day in advance;

1.11. Party: any of the signatory parties of the document, namely the Beneficiary or the Provider;

1.12. Tariff plan/subscription: the price to be paid representing the monthly instalments related to the use of the swolv.ro Platform;

1.13. Support: the Provider's technical support centre, available Monday to Friday, between 10.00 - 17.00 (GMT+2), at the email address suport@swolv.ro or via the Contact form;

1.14. Ticket: the electronic document transmitted by email by the Beneficiary to Swolv, containing the description and qualification of an incident;

1.15. Bug: a functionality error that manifests itself through the appearance of a difference between the actual operation and the operation described in the current version of the specifications within swolv.ro;

2.1. The subject of the Terms and conditions is the Beneficiary's Access to the Platform in order to benefit from the services of the swolv.ro platform, as well as any other services offered by Swolv through access to the Platform in the form of a monthly subscription or in exchange for a one-time payment. Any Order and the opening of an Account implies acceptance by the Beneficiary of these Terms and Conditions.

2.2. Upon acceptance of these Terms and Conditions, a service provision contract is considered concluded between Swolv and the Beneficiary, under which Swolv provides access to the swolv.ro platform, as well as the provision of any other Services requested by the Beneficiary within the Platform.

2.3. Acceptance of this contract by the Beneficiary is made by checking the box „I agree with the terms and conditions”.

2.4. The Provider reserves the right to modify these service provision conditions at any time. The version applicable to a placed order is the one in force on swolv.ro at the time the order was placed by the Beneficiary.

2.5. The Services can be accessed from a web browser.

2.6. The list of prices of the services offered can be found in the Subscriptions section of the swolv.ro Platform and, where applicable, from a representative of the Provider by email or telephone. The price may be set by the Provider depending on the Beneficiary's needs and the period for which the service is paid. Payment for the services by the Beneficiary represents acceptance by them of the price offered by the Provider.

3.1. This contract is concluded for an indefinite period starting from the date the order is placed or the date the account is created, and the parties' obligations enter into force from this date.

3.2. As soon as payment for the chosen subscription type is made, the Beneficiary will have access to the services included in the subscription package from the moment the Provider confirms the payment. The order can be cancelled until the moment the payment is made. Any errors occurring in the order placed by the Beneficiary can be corrected until the moment the Provider confirms the payment, by an email sent to suport@swolv.ro, Monday to Friday between 10:00 and 17:00.

3.3. If the Beneficiary does not notify cancellation of the chosen subscription at least 30 calendar days before the expiry of the subscription's validity period, the subscription will be automatically renewed without any formality.

3.4. If the Beneficiary wishes to change the chosen subscription type during the period in which a previously chosen subscription is active, this is possible — the change taking effect within 2 business days of paying the difference, in the case of upgrading a package, and in the case of downgrading a package, it takes effect after the period for which the Beneficiary has already paid expires and a new payment is made, for a smaller package.

3.5. The Provider offers the possibility to test the services of the swolv.ro Platform free of charge for a period of 30 days. After this period expires, the Beneficiary may opt for a subscription. If they no longer wish to continue the services, access will be permanently discontinued.

3.6. The Beneficiary's Account will be automatically deleted 90 days after the subscription expires or, if the Beneficiary has not continued with a paid subscription, 90 days after the trial period expires.

4.1. The prices for using the Platform or the Services are displayed on the Website and/or in the swolv.ro Platform and are expressed in Euro, payable in RON at the exchange rate set by the BNR (National Bank of Romania) on the day the invoice is issued; the payment method, payment term and bank account into which the payment will be made are specified by the Provider through the issued invoice.

4.2. The Provider will issue the invoice in accordance with the subscription type chosen by the Beneficiary, or in accordance with the contracted services, as applicable, and it will be sent to the email address used to create the account or communicated in advance.

4.3. The Beneficiary will make the payment within 5 days of the invoice issue date by bank transfer to account RO88INGB0000999919240150, opened at ING Bank N.V..

4.4. If the Beneficiary does not make the payment within 5 days of the invoice issue date, they will pay Swolv late payment penalties of 0.5%/day of the invoiced amount, due and unpaid on time, calculated up to the date of payment.

4.5. If the Beneficiary does not make the payment within 30 days of the invoice issue date, Swolv will immediately suspend the Beneficiary's access to the Platform, unless an alternative agreement has been agreed in writing with the Beneficiary.

4.6. If Swolv incurs any costs and expenses on behalf of the Beneficiary, these will be added to the invoices issued by Swolv to the Beneficiary, as applicable, and may require a separate payment.

4.7. Swolv is not/cannot be held responsible for any other additional cost incurred by the Beneficiary, including but not limited to currency conversion fees applied by the issuing bank of their card, where the currency of issue thereof differs from RON. Responsibility for this action lies solely with the Beneficiary.

4.8. No refunds are granted for paid invoices.

4.9. If the Beneficiary considers that an invoice issued by Swolv is not calculated correctly, they must notify Swolv in writing within 5 days of receiving the invoice; in the absence of notification, it will be considered that the Beneficiary has access to the Platform and to other services contracted within the Platform.

4.10. In the event that price changes occur in connection with access to the Platform, or in connection with the contracted Services, Swolv will notify the Beneficiary of any change to the payment plan at least 15 days before the billing day.

5.1. The Beneficiary has the right to receive access to the Platform and to be provided with the ordered Services, under optimal conditions and according to industry standards;

5.2. The Beneficiary has the right to:

• be informed of any problem related to the operation of the Platform, which could lead to the temporary or permanent interruption of access to the Platform or of the provision of the ordered Services, or to a decrease in their quality;
• verify all the features of the Services they wish to contract and to request clarifications regarding any unclear aspects of the Services prior to registering an Order;

5.3. They have the right to add to the IT system several Beneficiaries of the account with various access rights — in whole or in part — to their account. They may also delegate their responsibilities to one or more Beneficiaries.

5.4. The Beneficiary is solely responsible for all content existing in their account or for any breach of the law or of the rights of a third party.

5.5. The Beneficiary undertakes to use the services offered by the Provider in full legality and being aware of the legal provisions in force regarding the activity they carry out.

5.6. They undertake to fully comply with the provisions related to copyright and the protection of personal data with regard to the data entered into the system.

5.7. The Beneficiary undertakes to:

• inform SWOLV as soon as possible of any irregularity regarding Access to the Platform;
• provide SWOLV with all the information necessary to create the Account in order to gain access to the Platform and for the provision of the ordered Services;
• pay the value of access to the Platform and of the ordered Services;
• bear full responsibility if the persons approved to use the Application breach the provisions of these Terms and conditions or engage in illegal or immoral activities;
• not disclose the Account access credentials, any such disclosure being made at their own responsibility;

5.8. They assume full responsibility for the creation, customisation, administration, management, accuracy and legality of the documents issued and of the files sent, processed or saved using the services offered.

5.9. The Beneficiary will process personal data in accordance with the legal provisions in force and has the obligation to comply with the legislation in this field, and the Provider cannot be held responsible for any damages or breaches of the rights of third parties.

5.10. They understand and agree with the Terms and Conditions.

6.1. The swolv.ro Platform acts as a host for the content added by the Beneficiary, under the conditions of Law 365/2002 on electronic commerce; on the other hand, the data in the browser and on mobile are not retained.

6.2. The Provider offers the possibility to create, customise, administer and manage the documents issued through the services offered; there is also the possibility of testing the services free of charge for a period of 30 days, after which the service becomes inactive.

6.3. Each Beneficiary will have a system in which a certain set of rights can be configured for certain newly created users. The Beneficiary bears full responsibility if the users approved by them breach provisions of this contract or engage in illegal or immoral activities.

6.4. The Provider does not monitor and does not exercise any control over the Beneficiary's data and documents.

6.5. The Provider undertakes to:

• grant a non-exclusive right of use (licence), unlimited in time and space, for using the Platform;
• provide technical assistance from Monday to Friday between 10:00 – 17:00 for problems related to the Platform or for clarifications regarding the use of the Platform. Swolv does not provide assistance with evaluation and will not be held liable for these aspects;
• perform a daily backup of the data;
• facilitate connection to the system through a secure communication protocol (https);
• ensure the synchronisation of the data in the Beneficiary's account so that it is available from any type of device, from anywhere, through Internet access; the services offered do not work offline;
• ensure the confidentiality and security of the personal data made available by the Beneficiaries;
• assign and/or subcontract to a third party the services related to fulfilling the Order, with information to the Beneficiary, their consent not being required;
• collect the price the Beneficiary owes for the Use of the Platform or for each Order.

6.6. The Provider does not assume responsibility for the loss of access passwords to the Beneficiary's account or for activities that may compromise the Beneficiary's account.

6.7. The Provider undertakes to restrict activities that may compromise the Beneficiary's Account. If Swolv receives a notification regarding the existence of activities with an apparently unlawful nature carried out by Beneficiaries, it reserves the right to suspend the Beneficiary's Account or to block access to it;

6.8. The Provider has the right to collect anonymous data about how its services are used and to make it public in aggregate form.

7.1. The Beneficiary's access to certain functionalities within the Platform is permitted only if they have opted for a monthly subscription, and any unauthorised access to non-public elements of the Platform, or the access of persons other than those authorised to use a particular account, constitutes the offence of unauthorised access to an IT system and will be sanctioned according to the Romanian legislation in force.

7.2. The Provider may claim damages for any complaint (including any claim of negligence) arising from any unauthorised disclosure by the Beneficiary or by any person for whom they are responsible.

7.3. Registering an account is free of charge and allows testing of the services for 30 days. The Provider recommends that registered users not disclose their access passwords to anyone.

7.4. Unfortunately, no data transmission over the internet can be guaranteed to be 100% secure. Consequently, despite our efforts to protect your information and to use secure information transmission protocols (https), the Provider cannot ensure or guarantee the security of the information transmitted by the Beneficiary to and from the Provider. Therefore, any information sent to the Provider is done at the Beneficiary's risk.

8.1. The Beneficiary is solely responsible for all activities undertaken within the Platform and on the Website and is liable for any material damage or damage of any other nature caused to the Provider.

8.2. The Beneficiary guarantees the data entered and bears full responsibility for the manner and purpose in which they use the services made available by the Provider, as well as for the manner in which they configure the system of users who have access to the Beneficiary's account and their behaviour.

8.3. Breach by the Beneficiary of these Terms and conditions leads to the immediate termination of all relations between the Beneficiary and Swolv and to the deletion of the Beneficiary's Account, entitling Swolv to proceed to use all legal means available to recover the damage thus created.

8.4. The Beneficiary is solely responsible for entering the information correctly and completely, as well as for keeping the information accurate or up to date in the swolv.ro Platform account.

8.5. The Provider cannot be held liable if the Beneficiary uses the applications and services made available for illegal or immoral purposes.

8.6. Failure by the Beneficiary to comply with any of their obligations, declarations and/or warranties provided for in these Terms and conditions entails the Beneficiary's liability, being obliged to fully repair all damages suffered by Swolv.

8.7. The Beneficiary agrees that they are solely responsible and will indemnify the Provider for any damage, costs or profit limitations arising as a result of any fraudulent actions on their part. Through this document, the Beneficiary understands and accepts that the Provider will transmit their data to the investigating authorities, where the law obliges it to do so.

8.8. Although at all times it makes efforts to ensure the quality and correctness of the messages published on the site, the Provider cannot guarantee, expressly or implicitly, regarding the content, software, or products and services published under its aegis.

8.9. The Provider does not assume liability, in any situation, for any damage or error caused directly or indirectly, for any direct or indirect loss of profit (including, but not limited to this enumeration: damages for loss of profit, business interruption, or other pecuniary damages), suffered as a result of the use or interruption of use or lack of regularity of the information and services provided by the site.

8.10. The Provider stores in the Cloud the information and documents uploaded to the Account by the Beneficiary.

8.11. The cloud service is provided by a third party („the Cloud Provider”) with which Swolv has signed a confidentiality agreement to ensure compliance with the relevant clauses under the standard conditions of Swolv' activity, in relation to confidentiality, communication over the Internet, and the Data Protection Law.

8.12. The service provided by the Cloud Provider is a web-hosted facility. Swolv is not responsible for the interruption of the services provided by the Cloud Provider, but will make reasonable efforts to help ensure the resumption of normal service as soon as possible.

9.1. The Provider tries to protect as much as possible the right regarding the confidentiality and image of the Beneficiary.

9.2. The Provider makes all necessary efforts to ensure that the information the Beneficiary enters into the Provider's database is used exclusively for purposes related to the use of the Platform.

9.3. Upon registration of an Account, by accessing it, the Provider will process personal data of a nature that identifies a particular person in accordance with these Terms and Conditions and for the declared purpose stipulated in the Provider's Privacy Policy.

10.1. This contract terminates by operation of law, without the need for the intervention of a court, in accordance with the provisions of art. 1553 of the New Civil Code, in the event that:

• the parties agree by mutual consent to terminate the contract;
• repeated non-fulfilment or defective fulfilment of the contractual obligations by one of the parties;
• the unilateral decision of one of the parties, transmitted in writing to the other party; receipt of the termination notice must take place at least 30 calendar days before the date set for the termination of the collaboration;
• in the event of dissolution, liquidation, bankruptcy, or withdrawal of the operating authorisation of one of the contracting parties, in which case the parties will be obliged to satisfy the debts of one to the other, debts arising up to the moment of the intervention of the cause of disappearance.

10.2. Termination of these Terms and Conditions will have no effect on the already due obligations of the Provider or of the Beneficiary.

10.3. The provisions of this chapter do not remove the liability of the party who culpably caused the termination of these Terms and Conditions.

11.1. The parties agree that the information and services regulated by this document are provided „as is”, without any warranty of any kind.

11.2. The Provider or its collaborators do not in any case assume responsibility for financial or commercial losses, nor for any indirect or consequential loss that the Beneficiary may suffer. These include any loss of profit (whether suffered directly or indirectly), any loss of patrimony or of the company's reputation, or any loss of data suffered.

12.1. The contracting parties do not have the right, without the prior written consent of the Parties:

• to make any confidential information known to a third party, apart from those persons involved in the conduct and execution of the contract;
• to use any confidential information, or information to which they have access during the term of the contract, for any purpose other than that of executing the obligations assumed. All confidential information must be marked as such by the party claiming it to be confidential.

12.2. The restriction provided above will not be applicable if:

• the information was known to the contracting party before it was received in the execution of this contract;
• the information was accessible to the public;
• the party concerned was obliged in accordance with legal provisions to disclose the information in question.

13.1. Force majeure exonerates the parties from liability, in the case of partial or total non-execution of the obligations assumed through this contract. Force majeure is understood as an event independent of the parties' will, unforeseeable and insurmountable, occurring after the conclusion of the contract and which prevents the parties from executing, in whole or in part, the obligations assumed.

13.2. The party invoking force majeure has the obligation to bring it to the attention of the other party, in writing, within a maximum of 5 days of its occurrence.

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

13.4. If these circumstances and their consequences last more than 2 months, each partner may give up further execution of the contract. In this case, neither party has the right to claim damages from the other party, but they have the duty to honour all their obligations up to this date.

14.1. The rights and obligations of the parties imposed by this contract, as well as all the legal effects it produces, will be interpreted and governed by the Romanian law in force.

14.2. Any dispute concerning this agreement will be settled amicably, and if amicable settlement is not possible it will be brought for settlement before a mediator. If the parties do not agree on the appointment of a mediator within 15 days of notification of the dispute, jurisdiction will lie with the Romanian courts at the Provider's registered office.

15.1. The parties declare that they have negotiated all the clauses of this contract and that these are expressly accepted by signing the contract, any prior understanding having no legal effect between them.

15.2. These Terms and conditions contain the entire agreement between the Provider and the Beneficiary regarding the use of the Website, the use of the Platform and of any contracted Services.

15.3. If any provision of these Terms and conditions is considered illegal, void or unenforceable, in whole or in part, according to the applicable law, that provision or a part of it, to that extent, will be considered not to be part of these Terms and conditions, and the legality, validity and enforceability of the other provisions of these Terms and conditions will not be affected. In such a situation, the Provider will make all efforts, within a reasonable period, to replace the provision considered illegal, invalid or unenforceable with a provision having the same purpose that will be legal, valid and enforceable.

15.4. The Provider reserves the right to periodically update and modify these terms. In such cases, we will inform the Beneficiary in advance, by posting this policy on the website 15 days before it enters into force, which is why we ask the Beneficiary to periodically check the content of this document.

15.5. Any notification to the Provider must be sent electronically to the email address contact@swolv.ro.

15.6. This contract is available at https://swolv.ro/termeni.