Terms and Conditions

1 Definitions

In these Terms, the following terms have the meanings set out below:

• "Operator", "we", "us" — MRD TECH HOLDINGS S.R.L., a Romanian legal entity, tax identification number (CUI) 46370311, registered with the Trade Register under no. J40/12152/2022, with its registered office at Str. Covasna nr. 17, Bl. F3, Sc. 1, Ap. 6, Sector 4, Bucharest, Romania.
• "PeFirma" or the "Platform" — the software-as-a-service (SaaS) offering accessible through the website pefirma.ro, its subdomains, the application programming interface (API) and the PeFirma mobile app for iOS and Android (identifier "ro.pefirma.app"), together with all related features, content and documentation.
• "App" — the PeFirma mobile app, distributed through the Apple App Store and Google Play.
• "Service" — the set of Platform features made available to the User according to the Plan selected.
• "Related Services" — the other services operated by the Operator on the same infrastructure: Factur (factur.ro), Contabil (contabil.pefirma.ro) and DateFirma (datefirma.ro). These Terms apply only to PeFirma; the Related Services have their own terms of use.
• "User", "you" — any natural or legal person who creates an Account, accepts an invitation to a Workspace or uses the Platform in any way.
• "Professional" — a User acting within the scope of their commercial, industrial, manufacturing, craft or liberal-profession activity (companies, sole traders (PFA), individual enterprises (II), family enterprises (IF), liberal professions, NGOs, etc.), as well as any person acting in the name or on behalf of such a User.
• "Consumer" — a natural person acting for purposes outside their commercial, industrial, manufacturing, craft or liberal-profession activity, within the meaning of Government Emergency Ordinance (GEO) no. 34/2014 and Government Ordinance (GO) no. 21/1992.
• "Account" — the individual access account of a natural person, identified by e-mail address (or by the identifier supplied by Sign in with Apple or Google Sign-In).
• "Workspace" — the working environment associated with an entity (company, sole trader, etc.) within the Platform, in which that entity's data is managed and to which several Users with different roles may have access.
• "Owner" — the User who created the Workspace or to whom the owner/administrator role of the Workspace was transferred, and who is answerable to the Operator for the Workspace.
• "Plan" — the level of access to the Platform's features (the free Plan or a paid Plan), with the limits and characteristics described on the pricing page or in the App.
• "Subscription" — the contract of continuing performance under which the User obtains access to a paid Plan for a Billing Period, with automatic renewal.
• "Billing Period" — the monthly or annual interval for which the Subscription is paid.
• "Web Purchase" — a Subscription purchased on pefirma.ro (or factur.ro), with payment processed through Netopia Payments (NETOPIA FINANCIAL SERVICES S.A.).
• "Store Purchase" — a Subscription purchased in the App through the Apple App Store (in-app purchase) or Google Play (Google Play Billing).
• "User Data" — all data, documents, images, files and information entered, uploaded, imported or generated by or for the User through the Platform (invoices, customers, suppliers, products, fiscal receipts, bank statements, documents, employee data, etc.).
• "Authorities" — ANAF (the Romanian tax authority, including the RO e-Factura, RO e-Transport and Virtual Private Space — SPV systems), the Labour Inspectorate (REGES) and any other public authority whose systems are integrated with the Platform.

2 Acceptance of the Terms and capacity to contract

2.1. Conclusion of the contract

The contract is concluded at a distance, by electronic means, within the meaning of Law no. 365/2002 on electronic commerce and, for Consumers, of GEO no. 34/2014. The contract is deemed concluded when the User ticks acceptance of the Terms on creating the Account or on accepting an invitation or, if earlier, on first use of the Platform. The Operator confirms creation of the Account by e-mail. The Terms are permanently available at pefirma.ro/terms and may be saved and reproduced by the User.

2.2. Capacity and representation

The Platform is intended for persons aged at least 18 with full legal capacity. If you accept the Terms on behalf of a legal entity or other organisation, you represent and warrant that you have the authority required to bind that entity, and the term "User" refers to both the natural person and the entity represented. The Operator is under no obligation to verify the existence or scope of such authority.

2.3. Professionals and Consumers

The Platform is designed and intended primarily for Professionals. Certain provisions of the Terms (in particular articles 5, 13, 14 and 19) contain distinct rules for Consumers. Nothing in the Terms removes or limits the rights conferred on Consumers by mandatory consumer-protection legislation; in the event of conflict, the mandatory statutory provision prevails and the clause in question applies to the Consumer only to the extent permitted by law.

2.4. Contractual documents and order of precedence

The contractual relationship is governed, in the following order of precedence, by: (i) any specific conditions agreed in writing with the Operator; (ii) these Terms; (iii) the Privacy Policy, the Returns and Cancellation Policy, the Delivery Policy and the Cookie Policy; (iv) the description of the Plans on the pricing page or in the App. For the App, article 16 (App Store) and article 17 (Google Play) prevail over the other articles in the event of conflict.

3 Description of the Service, accounts and workspaces

3.1. Subject matter of the Service

PeFirma is a software tool for managing a business. Depending on the Plan, the Platform may include: issuing and managing invoices, pro-forma invoices and received invoices; submitting and downloading invoices through the national RO e-Factura system (ANAF/SPV); customer, supplier and product records; photographing and processing fiscal receipts and invoices from external suppliers through AI-assisted optical character recognition (OCR); importing bank statements, tracking transactions and cash; document storage and electronic signing; employee management and submission of data to REGES (Labour Inspectorate); timekeeping and human-resources features; tax calendar and deadlines; reports; prospect search, watch-lists and company-information feeds sourced from public records and from DateFirma; programmatic access through the API; multi-user workspaces, invitations and collaboration with the accountant.

The Platform is a technical tool. The Operator does not provide accounting, tax, legal or human-resources advisory services, is not a chartered accountant, tax adviser, lawyer or qualified trust service provider, and does not verify the content, accuracy or legality of the documents prepared or submitted by the User through the Platform. The User remains solely responsible for their business, tax and accounting decisions.

3.2. The Account

The User undertakes:

• to provide accurate, complete and up-to-date information on registration and throughout use;
• to keep confidential their access credentials, authentication codes, API keys and active sessions on their devices;
• to notify the Operator immediately at support@factur.ro of any unauthorised use or suspected compromise of the Account;
• not to transfer the Account to another person and not to allow its use by third parties; each natural person must have their own Account.

All operations carried out through the Account (including through API keys generated from the Account) are deemed to have been carried out by the User and bind the User. Authentication through Sign in with Apple or Google Sign-In is also subject to the conditions of the respective provider.

3.3. Workspaces, invitations and roles

A User may create, or be invited to, one or more Workspaces. The Owner of a Workspace may invite other Users (employees, collaborators, the company's accountant) and assign them roles with different rights. The Owner:

• declares that they are entitled to manage the data of the entity for which the Workspace was created;
• is answerable to the Operator for all acts and omissions of the Users they have invited, including the accountant, as for their own acts;
• is solely responsible for assigning and revoking roles, verifying the identity of invited persons and withdrawing access when the collaboration ends;
• warrants that they have the legal basis (including, where applicable, the necessary notices and consents) to make the User Data, including any personal data contained therein, available to invited Users.

The Operator does not intervene in the relationship between the Owner and invited Users (including the accountant) and is not liable for disputes between them. In the event of a dispute over control of a Workspace, the Operator may suspend access to it until the dispute is resolved, may request supporting documents and will, as far as possible, give effect to court orders or valid instruments of representation of the entity.

3.4. The mobile app

The App provides access to a subset of the Platform's features and requires a PeFirma Account and an internet connection. Use of the App is additionally subject to article 16 or article 17, as applicable. The App may request access to the camera or photo library solely for photographing receipts and documents, at the User's initiative.

4 Subscriptions, prices and payment

4.1. Plans

Each Workspace automatically receives the free Plan ("Free"), with reduced features and limits. Paid Plans (currently named Solo, Optim, Business and Business+; the names, content and limits may change in accordance with articles 11 and 18) are available with a monthly or annual Billing Period. The features, limits and prices of each Plan are those displayed on the pricing page (for Web Purchases) or in the app store (for Store Purchases) at the time of purchase. A Subscription is attached to a single Workspace.

Purchase channels. Subscriptions may be purchased on pefirma.ro (or factur.ro) or in the PeFirma mobile app through the App Store / Google Play. Regardless of channel: (i) a store account (Apple ID / Google account) may hold only one active PeFirma Subscription at any time; (ii) a Workspace that already has an active Subscription purchased on the web cannot purchase the same Subscription in the store, and vice versa; (iii) a Subscription purchased in the store is bound to the Workspace (company) selected at the time of purchase. These rules are enforced automatically by the Platform.

4.2. Prices

Prices for Web Purchases are expressed in Romanian lei (RON) and include VAT at the applicable rate unless expressly stated otherwise. Prices for Store Purchases are those displayed by the Apple App Store or Google Play, in the currency and with the taxes determined by the store; they may differ from the prices on pefirma.ro and are the prices that apply to the Store Purchase. The Operator may change Plan prices in accordance with article 4.9.

4.3. Web Purchases — payment through Netopia Payments

• Payment is made by bank card through the payment processor Netopia Payments (mobilPay), operated by NETOPIA FINANCIAL SERVICES S.A., CUI RO43131360, J2020012763401, Bucharest. The Operator does not store full card details; these are processed by the processor under its own conditions, which the User accepts when making payment.
• Recurring payment. At the time of purchase the User may expressly consent to the storage of a card identifier (token) with the processor and to the automatic charging, initiated by the Operator, of the price of each subsequent Billing Period until the Subscription is cancelled or consent is withdrawn. Consent may be withdrawn at any time from the Subscription settings, with effect for future renewals.
• Renewal and grace period. The Subscription renews automatically at the end of each Billing Period. If the automatic charge fails or was not enabled, the Operator issues a pro-forma invoice and grants a grace period of 15 calendar days from the renewal date, during which the Service remains active. If payment is not received within the grace period, the Workspace is automatically downgraded to the free Plan, with its limits; User Data is not deleted on downgrade, but features exceeding the limits of the free Plan become inaccessible until a paid Plan is reactivated.
• Invoicing. For each payment received, the Operator issues a tax invoice in the name of the entity indicated in the Workspace (or of the User, for Consumers). The User is responsible for the accuracy of the billing details. Invoices are made available in the Platform and/or by e-mail.

4.4. Store Purchases — App Store and Google Play

• In the App, Subscriptions are purchased exclusively as auto-renewable subscriptions through the Apple App Store (on iOS) or Google Play (on Android). Payment is collected by Apple or Google, respectively, through the User's account with the relevant store, under the store's conditions. Apple and Google act as the seller (merchant of record) of these Subscriptions; the Operator does not issue a tax invoice for Store Purchases; the payment document is the one provided by the store.
• The Subscription is attached to the Workspace selected by the User at the time of purchase. A store account (Apple ID / Google account) may hold only one active PeFirma Subscription at any time.
• A Workspace that already has a paid Subscription through a Web Purchase cannot simultaneously purchase a Subscription from the store, and vice versa; in that case the App displays the Plan status only.
• The Subscription renews automatically for an identical Billing Period, at the price displayed in the store, unless cancelled at least 24 hours before the end of the current period from the subscription settings of the store account. The store account is charged for renewal within the 24 hours before the end of the current period.
• Cancellation, changes and any refunds of Store Purchases are handled exclusively by Apple or Google, respectively, under their conditions and policies; the Operator cannot refund amounts collected by the store. Uninstalling the App does not cancel the Subscription.
• The "Restore purchases" function in the App allows an active store Subscription to be re-associated with the User's Account and Workspace.

4.5. Trial periods

For Web Purchases, the Operator offers a 90-day free trial period for the Plans indicated on the pricing page. Only one trial period is granted per Workspace and per product; the Operator may refuse or revoke trial periods obtained through multiple accounts or other abusive means. The free trial period is granted for Web Purchases only. Subscriptions purchased from a store (App Store / Google Play) do not include a free trial period and become paid as of the date of purchase. If the store nevertheless displays an introductory offer before confirmation, its conditions (including eligibility) are those displayed by the store and are subject to the store's rules. If a Subscription is purchased during a store trial period, the unused portion of the trial period is forfeited, to the extent the store so provides. On expiry of a trial period associated with an auto-renewable Subscription, the Subscription becomes paid at the displayed price unless cancelled before the trial expires.

4.6. Changing the Plan

Moving to a higher Plan (upgrade) takes effect immediately, with the price adjusted according to the rules displayed at the time of the change (for Web Purchases) or the store's rules (for Store Purchases). Moving to a lower Plan (downgrade) or cancellation takes effect at the end of the current Billing Period, without refund of amounts paid for that period, subject to article 5. If the new Plan has lower limits than the volume of existing data, certain features may be restricted until the data falls within the limits.

4.7. Non-payment

For Professionals, amounts unpaid when due may bear penalty interest under Law no. 72/2013. The Operator may refuse to reactivate a paid Plan until outstanding amounts have been settled.

4.8. Taxes

The Professional User is responsible for all taxes, duties and contributions for which they are liable in connection with use of the Service, other than taxes owed by the Operator on its own income.

4.9. Price changes

The Operator may change Plan prices. For Subscriptions in progress, the new price applies from the first renewal occurring at least 30 days after the User has been notified by e-mail and/or in the Platform. A User who does not accept the new price may cancel the Subscription before renewal, free of charge. For Store Purchases, price changes are communicated and applied through Apple's or Google's mechanisms, which may require your express consent.

5 Right of withdrawal and refunds

5.1. Consumers — 14-day right of withdrawal

A Consumer has the right to withdraw from the distance contract within 14 calendar days of its conclusion (that is, of activation of a paid Subscription), without giving any reason and at no cost, by any unequivocal statement sent to contact@factur.ro (the model form in Annex B to GEO no. 34/2014 may be used). The Operator confirms receipt and refunds the amounts due within 14 days of being informed of the withdrawal, using the same means of payment.

5.2. Commencement of performance during the withdrawal period

The Service is a digital service supplied immediately after activation. By ticking the relevant option at purchase, the Consumer expressly requests that performance of the Service begin within the withdrawal period and acknowledges that, under article 16(a) and (m) of GEO no. 34/2014, (i) if the Service for the Billing Period has been fully performed, they lose the right of withdrawal, and (ii) if they withdraw after performance has begun, they owe an amount proportionate to what has been supplied up to the time of communicating the withdrawal, relative to the price of the Billing Period. Without this express request, the paid Plan cannot be activated before the 14 days have elapsed.

5.3. Professionals

Professionals do not have a statutory right of withdrawal. Amounts paid for a Billing Period are non-refundable in the event of cancellation, downgrade or non-use, except in the cases provided for in articles 5.5, 11.2, 11.3, 15.3 and 18 or as expressly agreed in writing.

5.4. Store Purchases

For Store Purchases, requests for withdrawal, cancellation and refund are addressed exclusively to Apple (via reportaproblem.apple.com or from the Apple ID account) or Google (via Google Play), which handle them under their own conditions and the applicable law. The Operator has no access to the amounts collected by the store and cannot order their refund; it will, however, on request, provide reasonable assistance in your dealings with the store.

5.5. Lack of conformity

If the Service under a Web Purchase cannot be used, for reasons attributable to the Operator, for a significant part of the Billing Period, the User may request, at the Operator's option, remedy within a reasonable time, a corresponding extension of the Subscription or a proportionate refund of the price. For Consumers, the statutory guarantee of conformity for digital content and digital services (GEO no. 141/2021) additionally applies, including the right to have the service brought into conformity, to a proportionate price reduction or to termination of the contract, under the conditions of the law. Details in the Returns and Cancellation Policy.

5.6. Consumers — GEO no. 141/2021 remedies for Store Purchases

A Consumer who purchased the Subscription in the store and finds a lack of conformity of the Service attributable to the Operator exercises their rights under GEO no. 141/2021 as follows: (i) first requests a remedy at support@factur.ro; (ii) if the lack of conformity is not remedied within a reasonable time, requests a price reduction or refund from Apple (reportaproblem.apple.com) or Google (Google Play), which collect the price and can refund it; (iii) if the store refuses the refund and the lack of conformity is attributable to the Operator, the Operator grants the Consumer, on request, an equivalent service credit (free extension of the Subscription or of access to the Plan for the affected period) or, if the Consumer requests termination of the contract, reimbursement of the proportionate value of the unused period by bank transfer within 14 days of approval of the request. This procedure does not limit the Consumer's rights against the store or the Operator under mandatory law.

6 Permitted and prohibited use; API

6.1. Permitted use

The User may use the Platform solely to manage their own business (or the entities they legally represent or for which they are the appointed accountant), in compliance with the law, the Terms and the limits of the Plan.

6.2. Prohibited use

The User must not:

• issue or record fictitious, false or misleading invoices, receipts, documents or declarations, or use the Platform for tax evasion, money laundering or any other unlawful activity;
• enter data they are not entitled to process, or upload content that infringes third-party rights or the law;
• access or attempt to access accounts, Workspaces or data of other Users, or the Operator's systems, without authorisation;
• test for vulnerabilities, scan, overload or disrupt the Platform or its infrastructure, or introduce malicious code;
• use robots, scrapers or other automated means outside the official API, or systematically extract data (including company data from the prospect sections) to build their own databases or to resell it;
• decompile, disassemble or reverse-engineer the Platform or the App, except where expressly permitted by law;
• resell, rent, sub-license or make the Platform available to third parties as their own service without the Operator's written consent;
• remove proprietary notices, use the Operator's trade marks without consent, or create the impression of a non-existent affiliation;
• circumvent Plan limits or payment mechanisms, or create multiple accounts to obtain trial periods repeatedly.

6.3. API and access keys

If the Plan includes API access, the User may generate access keys from the Platform. Keys are confidential and are associated with the Workspace; any call made with a key is deemed to have been made by the User. The Operator may impose usage limits, may modify the API with reasonable notice (as a rule 30 days for incompatible changes, except those required for security or by law) and may revoke keys that are misused. Third-party applications connected through the API are the User's sole responsibility.

6.4. Fair use

Even within a Plan that is "unlimited" for certain features, the Operator may, after prior notice, restrict use that manifestly exceeds the normal needs of a business of the User's size or that affects the performance of the Platform for other Users.

7 Integrations with ANAF, SPV, REGES and banks

7.1. The Operator's role

The Platform facilitates, as a technical intermediary, the submission and retrieval of data to and from the Authorities' systems (RO e-Factura, RO e-Transport, SPV, REGES) and the import of bank statements provided by banks. The Operator is not a party to the relationship between the User and the Authorities or banks and does not represent the User before them. Access to SPV is based on the authorisation granted by the User under ANAF procedures, and the User is responsible for the validity and scope of that authorisation.

7.2. The User's sole responsibility

The User is solely responsible for the accuracy, completeness, legality and timely submission of invoices, declarations, documents, employee data and any other data submitted to the Authorities or third parties through the Platform, and for checking the confirmations, errors and messages returned by the Authorities. The User must check every document before submission and keep their own records and backup copies in accordance with accounting and tax legislation. No feature of the Platform (validations, warnings, tax calendar, suggestions, reports) replaces verification by the User or by a qualified professional.

7.3. Availability of third-party systems

The systems of the Authorities and banks are outside the Operator's control. The Operator does not guarantee the availability, correct operation, response times, validation or acceptance of documents by those systems and is not liable for: their unavailability or errors; rejection of documents due to content supplied by the User; changes to technical specifications, formats or rules imposed by the Authorities; or delays resulting from them, including missed statutory submission deadlines. The Operator uses reasonable efforts to adapt the Platform to changes in specifications, without being able to guarantee immediate compatibility.

7.4. Electronic signature

Unless stated otherwise, the document-signing feature of the Platform provides a simple electronic signature within the meaning of Regulation (EU) No 910/2014 (eIDAS), whose legal effects depend on the nature of the document, the agreement of the parties and the applicable law. The User is responsible for assessing whether this type of signature is appropriate and sufficient for the document in question.

8 Artificial intelligence and OCR features

Certain features (processing of photographed or uploaded fiscal receipts and invoices, data extraction from documents, suggestions and analyses) use optical character recognition technologies and artificial-intelligence models supplied by third parties (Google Gemini, OpenAI). By using these features, the User understands and accepts that:

• the images and text of uploaded documents are transmitted to the AI providers for processing, under the conditions described in the Privacy Policy; the Operator's API accounts with Google (Gemini API) and OpenAI (OpenAI API) are configured so that the data transmitted is not used to train or improve the models, and the providers act as processors (sub-processors) of the Operator under the data-processing terms applicable to the API;
• the results are generated automatically, may be incomplete, inaccurate or erroneous (for example, misread amounts, VAT rates, dates, tax numbers or names) and are proposals only;
• the results require the User's verification and validation before being recorded, booked or submitted; the Platform is configured so that final recording requires the User's confirmation;
• the Operator does not guarantee the accuracy, completeness or suitability of the results and is not liable for the consequences of using unvalidated or incorrectly validated results;
• AI features may be quantitatively limited according to the Plan, may be modified or withdrawn, and the providers may be replaced;
• the User will not upload documents they are not entitled to process and will not use the features to extract third-party data without a legal basis.

The Platform does not make decisions based solely on automated processing that produce legal effects concerning the User or data subjects.

9 User Data and data protection

9.1. Ownership and licence

User Data remains the property of the User. The User grants the Operator a non-exclusive, royalty-free licence, limited to the term of the contract and the retention period provided for in article 15.4, to store, reproduce, process, transmit and display User Data solely to the extent necessary to provide, secure, maintain and improve the Service, to provide support and to comply with legal obligations. The Operator may use aggregated and anonymised data, from which neither the User, their entities nor any natural person can be identified, for statistics, benchmarking and improvement of the Service.

9.2. Responsibility for content

The User is fully responsible for User Data, for the lawfulness of its collection and processing and for third-party rights in it. The Operator does not monitor content but may remove or block access to manifestly unlawful content or at the request of a competent authority, notifying the User where the law permits.

9.3. GDPR roles and data processing agreement

For the personal data of Users (Account, billing, usage and communication data), the Operator is a controller. For personal data contained in User Data (customers, suppliers, employees, contact persons, signatories, etc.), the User (that is, the entity that Owns the Workspace) is the controller and the Operator acts as a processor within the meaning of article 28 GDPR, solely on the User's documented instructions, which consist of the Terms and the use of the Platform's features. The conditions of processing as a processor (subject matter, duration, nature and purpose of processing, categories of data and data subjects, obligations of the parties, authorised sub-processors, security measures, assistance, deletion and audit) are set out in the "Data Processing Agreement" section of the Privacy Policy, which constitutes the data processing agreement (DPA) between the parties and forms part of the Terms. By accepting the Terms, the User gives general authorisation for the use of the sub-processors listed there and for changes to the list with prior notice.

9.4. Export and deletion

The User may export their User Data in the formats made available by the Platform (for example PDF, XML, CSV/Excel) during the term of the contract and during the period provided for in article 15.4. Deletion of the Account or Workspace may be requested from the Platform or at gdpr@factur.ro, with the effects described in article 15.

9.5. Backups

The Operator makes periodic backups of the Platform for the purpose of service continuity. These do not constitute an archiving service within the meaning of accounting legislation; the User remains responsible for their own archiving obligations and for keeping independent copies of essential documents.

10 Intellectual property and licence

The Platform, the App, the source code and object code, the architecture, databases, algorithms, interfaces, design, texts, documentation, the trade marks "PeFirma", "Factur", "DateFirma", "Contabil" and the associated logos, and all improvements to them are and remain the exclusive property of the Operator or its licensors and are protected by copyright, trade-mark and database legislation.

The Operator grants the User, for the term of the contract, a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform and the App in accordance with the Plan selected and the Terms, solely for the internal purposes of the User's business. No other licence or right is granted, by implication or otherwise. The licence for the App is also subject to article 16.2 or article 17.2, as applicable.

Suggestions, ideas or improvement proposals submitted by the User may be used freely by the Operator without any obligation to the User. Company data displayed in the prospect, watch-list and feed sections is sourced from public records and from DateFirma, is provided "as is", may be incomplete or out of date, and may not be extracted or reused outside the Platform without the Operator's consent.

11 Availability, maintenance and changes to the Service

11.1. Availability

The Operator uses reasonable efforts to keep the Platform continuously available, without guaranteeing uninterrupted availability or any particular service level (SLA) in the absence of a separate written agreement. The Platform may be temporarily unavailable due to maintenance work (scheduled, as far as possible, outside peak hours and announced in advance when significant), emergency interventions, security incidents, infrastructure-provider failures, cyber-attacks, unavailability of communication networks or force majeure events.

11.2. Changes to the Service

The Operator may modify, add, restrict or withdraw features, Plans and integrations, including to adapt to legislative or technical changes or to changes in third-party systems. Changes that substantially reduce the essential features of a paid Plan will be announced at least 30 days in advance; in that case the User may terminate the Subscription before the change takes effect, with a proportionate refund of amounts paid in advance for the remaining period (for Web Purchases). For Consumers, changes to the digital content or digital service are made in compliance with GEO no. 141/2021.

11.3. Discontinuation of the Service

The Operator may decide to permanently discontinue the Platform or the App with at least 60 days' notice, during which the User may export their data. Amounts paid in advance for the period after discontinuation are refunded proportionately (for Web Purchases).

11.4. Support

Technical support is provided by e-mail at support@factur.ro, on working days, within the limits of the Plan. Support does not include tax, accounting or legal advice.

12 Warranties and disclaimers

The Operator warrants that the Service will be provided with reasonable professional care and substantially in accordance with the description of the Plan. To the maximum extent permitted by law, the Platform and the App are provided "as is" and "as available", and the Operator gives no other warranty, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement of third-party rights, uninterrupted or error-free operation, compatibility with all devices, operating systems, browsers or third-party systems, or accuracy of calculations, reports, validations, tax-calendar deadlines, company data or the results of AI features.

Without limiting the foregoing, the Operator does not warrant that use of the Platform ensures the User's compliance with their tax, accounting, employment or other obligations; the Platform is no substitute for verification by the User or by a qualified professional.

For Consumers, this article does not affect the statutory guarantee of conformity under GEO no. 141/2021 or their other mandatory rights.

13 Limitation of liability

13.1. Exclusion of indirect loss

To the maximum extent permitted by law, the Operator is not liable for indirect, incidental, special, consequential or punitive loss, nor for: loss of profit, revenue, business, contracts, goodwill or opportunity; loss, corruption or inaccuracy of data; the cost of substitute services or products; reputational damage; fines, penalties, surcharges, interest or other sanctions imposed on the User by ANAF, the Labour Inspectorate or other authorities; the consequences of unavailability or errors of the systems of the Authorities, banks, payment processors, app stores, AI providers or other third parties; the consequences of using unvalidated OCR/AI results; the consequences of unauthorised access to the Account due to the User's failure to protect their credentials; the consequences of the acts of Users invited to the Workspace; or the consequences of legislative changes or technical specifications imposed by third parties — even if the Operator has been advised of the possibility of such loss.

13.2. Liability cap

The Operator's total aggregate liability to the User (and to all Users of the same Workspace, taken together), whatever the legal basis (contract, tort or otherwise) and the number of claims, is limited to the amount actually paid to the Operator by the User for the Service concerned in the 12 months preceding the event giving rise to the loss. For Store Purchases, the net amount actually received by the Operator from the store for the Workspace concerned in the same period is taken into account. For Consumers, the cap so calculated shall in no event be less than RON 500, irrespective of the amounts paid. For the free Plan and trial periods, the Service is provided free of charge and the Operator's diligence is assessed with regard to that gratuitous character, in accordance with article 1358 of the Civil Code; the Operator's liability for the free Service is limited to loss caused intentionally or by gross negligence.

13.3. Foreseeable loss

The Operator is liable only for direct loss that is the immediate and, at the date of conclusion of the contract, foreseeable consequence of its failure to perform its obligations (article 1533 of the Civil Code).

13.4. Exceptions — liability that cannot be limited

The limitations and exclusions in this article do not apply to:

• loss caused intentionally (fraud) or by gross negligence of the Operator (article 1355 of the Civil Code);
• death or personal injury or damage to a person's health;
• liability which, under applicable mandatory law, cannot be excluded or limited, including the mandatory rights of Consumers under GEO no. 34/2014, GEO no. 141/2021, GO no. 21/1992, Law no. 193/2000 and Law no. 296/2004 (the Consumer Code);
• the Operator's liability mandatorily provided for by the GDPR, within the limits of article 82 GDPR.

13.5. Notification of claims

For Professionals only: the parties agree, under article 2545 et seq. of the Civil Code, a contractual forfeiture (decădere) period of 12 months, running from the date on which the Professional User knew or ought to have known of the event giving rise to the claim, within which any claim against the Operator must be notified in writing to the addresses in article 21, failing which the right to raise it is forfeited. This period does not apply to Consumers, nor to claims based on fraud or gross negligence or on rights that cannot be made subject to contractual forfeiture under the law.

14 Indemnity owed by the User

The Professional User undertakes to indemnify and hold harmless the Operator, its affiliates, directors, employees and contractors against any third-party claims (including claims by the Authorities, by the User's customers, suppliers or employees, or by data subjects), and against reasonable losses, damages, fines, costs and expenses (including legal fees) arising from or in connection with:

• use of the Platform in breach of the Terms or the law;
• the content, accuracy or legality of User Data and of documents issued, signed or submitted through the Platform;
• the User's breach of tax, accounting, employment or data-protection legislation, including the absence of a legal basis for processing personal data entered in the Platform;
• infringement of third-party rights;
• the acts of Users invited to the Workspace or the use of API keys;
• disputes over control of a Workspace.

The Operator will notify the User of the claim and allow the User to participate in the defence. For Consumers, this article applies only within the limits of ordinary civil liability for one's own acts.

15 Suspension and termination

15.1. Suspension by the Operator

The Operator may suspend or restrict, immediately and with notice given as soon as possible thereafter, access to the Account, the Workspace or certain features if: there are reasonable indications of fraudulent or unlawful use or use contrary to the Terms; it is necessary for the security of the Platform, the data or other Users; amounts due have not been paid after expiry of the grace period; a competent authority so requests; or there is a dispute over control of the Workspace. Suspension ends once the cause has been removed.

15.2. Termination by the User

The User may terminate the contract at any time by cancelling the Subscription (from the Platform or, for Store Purchases, from the store settings) and/or deleting the Account or Workspace. Cancellation of the Subscription takes effect at the end of the current Billing Period, without refund, subject to article 5.

15.3. Termination by the Operator

The Operator may terminate the contract unilaterally with 30 days' notice given by e-mail, with a proportionate refund of amounts paid in advance for Web Purchases. The Operator may terminate the contract immediately, without notice, formal demand or court intervention (express termination clause, article 1553 of the Civil Code), in the event of serious or repeated breach of the Terms, unlawful or fraudulent use, or if a suspension under article 15.1 lasts more than 30 days for reasons attributable to the User; no refunds are due in these cases. Accounts without a paid Subscription and without any login for 24 consecutive months may be closed after prior notice by e-mail at least 30 days in advance.

15.4. Effects of termination; export and retention of data

• On termination, the licence granted to the User ends and access to the Platform is deactivated.
• The User has 30 days from termination to request and export their User Data. For Consumers, and for the personal data of any User, export is unconditional and free of charge. Only in the case of Professionals, and only for their business data (other than personal data), may the Operator make export conditional on payment of outstanding amounts, except for data the Professional is legally required to retain; this condition is without prejudice to the right to data portability under article 20 GDPR, which may be exercised freely in all circumstances.
• After this period, the Operator deletes or anonymises User Data within 90 days at most, except for: (i) data the Operator is required by law to retain (for example, invoices issued by the Operator and its own accounting records, for the statutory archiving period); (ii) data necessary for the establishment, exercise or defence of legal claims, until expiry of the limitation periods; (iii) backups, which are overwritten cyclically in accordance with the Privacy Policy and are not used to restore deleted data.
• Deletion of a Workspace affects all Users invited to it; the Owner is responsible for informing them.
• Articles 9.1 (for the retention period), 10, 12, 13, 14, 15.4, 19 and 20 survive termination.

16 Specific provisions for the iOS app / App Store

This article applies when the App is downloaded from the Apple App Store and used on Apple devices. In the event of conflict with the other articles, this article prevails as regards the iOS App.

16.1. Acknowledgement — parties to the agreement

The User acknowledges and agrees that this licence agreement (EULA) is concluded solely between the User and MRD TECH HOLDINGS S.R.L., and not with Apple Inc. or its subsidiaries ("Apple"). MRD TECH HOLDINGS S.R.L., and not Apple, is solely responsible for the App and its content. The Terms do not provide for usage rules for the App that conflict with the Apple Media Services Terms and Conditions in force at the date of download; the User confirms that they have had the opportunity to review them.

16.2. Scope of licence

The licence granted for the App is limited to a non-transferable licence to use the App on any Apple-branded device that the User owns or controls, in accordance with the Usage Rules set out in the Apple Media Services Terms and Conditions, except that the App may be accessed and used by other accounts associated with the User through Family Sharing or volume purchasing, where permitted.

16.3. Maintenance and support

MRD TECH HOLDINGS S.R.L. is solely responsible for providing maintenance and support services for the App, as specified in the Terms or as required under applicable law. The User acknowledges that Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App.

16.4. Warranty

MRD TECH HOLDINGS S.R.L. is solely responsible for any product warranties relating to the App, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, the User may notify Apple, and Apple will refund the purchase price for the App (if any) to the User; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty are the sole responsibility of MRD TECH HOLDINGS S.R.L.

16.5. Product claims

MRD TECH HOLDINGS S.R.L., and not Apple, is responsible for addressing any claims of the User or any third party relating to the App or the User's possession and/or use of the App, including but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation.

16.6. Intellectual property rights

In the event of any third-party claim that the App, or the User's possession and use of the App, infringes that third party's intellectual property rights, MRD TECH HOLDINGS S.R.L., and not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

16.7. Legal compliance

The User represents and warrants that (i) they are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) they are not listed on any U.S. Government list of prohibited or restricted parties.

16.8. Developer name and address

Any questions, complaints or claims with respect to the App should be directed to: MRD TECH HOLDINGS S.R.L., Str. Covasna nr. 17, Bl. F3, Sc. 1, Ap. 6, Sector 4, Bucharest, Romania; e-mail: support@factur.ro.

16.9. Third-party terms of agreement

The User must comply with applicable third-party terms of agreement when using the App (for example, the terms of the wireless data service provider, Apple's terms, and the terms of use of integrated third-party services).

16.10. Third-party beneficiary

The User acknowledges and agrees that Apple and Apple's subsidiaries are third-party beneficiaries of this agreement and that, upon the User's acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against the User as a third-party beneficiary thereof.

16.11. Auto-renewable subscriptions purchased through the App Store

• The name of the Subscription (the Plan), the length of the Billing Period (monthly or annual) and the price per period are displayed in the App and on the App Store purchase sheet before the purchase is confirmed.
• Payment is charged to the User's Apple account (Apple ID) at confirmation of purchase.
• The Subscription renews automatically, at the same price and for the same duration, unless auto-renewal is turned off at least 24 hours before the end of the current period; the account is charged for renewal within the 24 hours before the end of the current period.
• The Subscription can be managed, and auto-renewal turned off, at any time from Settings → [your name] → Subscriptions on the iOS device or from the App Store account settings; cancellation takes effect at the end of the current period.
• A Subscription purchased through the App Store does not include a free trial period; it becomes paid as of the date of purchase, at the price shown in the App Store purchase sheet. If the App Store nevertheless displays an introductory offer, its conditions are those displayed by the App Store before confirmation, and any unused portion is forfeited when a Subscription is purchased, to the extent the App Store rules so provide.
• Refunds for App Store purchases are handled by Apple under its conditions.

17 Specific provisions for the Android app / Google Play

17.1. Parties to the agreement

When the App is downloaded from Google Play, the agreement is concluded solely between the User and MRD TECH HOLDINGS S.R.L., and not with Google LLC or its affiliates ("Google"). Google is not responsible for the App, its content, maintenance or support, warranties or claims relating to the App, all of which are the sole responsibility of MRD TECH HOLDINGS S.R.L. Use of the App is also subject to the Google Play Terms of Service.

17.2. Licence

The licence for the App is non-transferable and permits use of the App on Android devices that the User owns or controls, in accordance with the Terms and the Google Play Terms of Service.

17.3. Subscriptions purchased through Google Play

• The name of the Subscription, the length of the Billing Period and the price per period are displayed in the App and in the Google Play purchase dialog before confirmation; payment is collected through the User's Google account at confirmation of purchase.
• The Subscription renews automatically until cancelled; cancellation is made from Google Play → Payments & subscriptions → Subscriptions and takes effect at the end of the current period. Uninstalling the App does not cancel the Subscription.
• A Subscription purchased through Google Play does not, as a rule, include a free trial period. If Google Play displays an introductory offer before confirmation, its conditions are those displayed in Google Play and are subject to its rules.
• Refunds for Google Play purchases are handled by Google under its refund policy; the Operator does not issue a tax invoice for these purchases.

18 Amendment of the Terms

The Operator may amend the Terms for reasons such as: changes in legislation or in the requirements of authorities or app stores; changes to the Service, the Plans or the providers; security reasons; clarifications. Significant amendments will be communicated at least 15 days before they take effect (30 days for price changes), by e-mail to the address associated with the Account and/or by notification in the Platform. Amendments required by law or necessary for security may take effect immediately.

If the User does not accept the amendments, they may terminate the contract before the date they take effect, without penalty, with a proportionate refund of amounts paid in advance for Web Purchases. Continued use of the Platform after the amendments take effect constitutes acceptance of the amended Terms. The version in force is the one published at pefirma.ro/terms, with the date of last update shown in the header.

19 Governing law, courts, ANPC and ADR

19.1. Governing law

The Terms are governed by Romanian law. For Consumers habitually resident in another Member State of the European Union, this choice does not deprive them of the protection afforded by the mandatory provisions of the law of their State of residence.

19.2. Amicable settlement

The parties will seek to resolve any dispute amicably, by written notice to contact@factur.ro. The Operator responds to complaints within 30 calendar days at most.

19.3. Competent courts

Disputes with Professionals that cannot be resolved amicably within 30 days fall within the exclusive jurisdiction of the courts of Bucharest, Romania. Disputes with Consumers fall within the jurisdiction of the courts determined by law; the Consumer may also bring proceedings before the court of their domicile.

19.4. ANPC and alternative dispute resolution

Consumers may lodge a complaint with the National Authority for Consumer Protection (ANPC), anpc.ro, and may use the alternative dispute resolution (ADR) procedures provided for by GO no. 38/2015, through the Alternative Dispute Resolution Directorate within ANPC (anpc.ro/ce-este-sal), as well as mediation under Law no. 192/2006. The European online dispute resolution (ODR) platform established by Regulation (EU) No 524/2013 was discontinued by Regulation (EU) 2024/3228; requests are to be addressed to national ADR entities. The Operator has not undertaken to participate mandatorily in any particular ADR entity, but will consider any request in good faith.

20 Miscellaneous

• Force majeure. Neither party is liable for non-performance of its obligations (other than payment obligations) caused by force majeure or fortuitous event within the meaning of article 1351 of the Civil Code, including without limitation: natural disasters, war, epidemics, general strikes, large-scale cyber-attacks, power or communication-network outages, acts of authorities, or prolonged unavailability of the systems of the Authorities or of essential infrastructure providers.
• Assignment. The User may not assign the rights and obligations under the contract without the Operator's written consent. The Operator may assign the contract or transfer the Platform to an affiliated company or to a successor in the course of a reorganisation, merger or sale of assets, with notice to the User, whose rights remain unchanged.
• Subcontracting. The Operator may use subcontractors and third-party providers to deliver the Service, remaining responsible to the User under the Terms.
• Severability. If any clause is held void or unenforceable, the remaining clauses remain in force, and the affected clause is replaced by a valid one as close as possible to the economic purpose intended.
• Waiver. Failure to exercise a right does not constitute a waiver of that right.
• Entire agreement. The Terms, together with the documents they refer to, constitute the entire agreement of the parties on their subject matter and supersede any prior understandings. The Professional User declares that they have taken note of and expressly accept the clauses in articles 4.3, 4.4, 5.3, 6.2, 7, 8, 12, 13, 14, 15, 18 and 19.3, within the meaning of article 1203 of the Civil Code.
• Notices. Notices to the User are validly given by e-mail to the address associated with the Account or by notification in the Platform or the App, and are deemed received on the working day following transmission. The User is responsible for maintaining a valid e-mail address. Notices to the Operator are sent to the addresses in article 21.
• Language. The Terms are drawn up in Romanian. The Operator provides an English version at pefirma.ro/en/terms for information purposes. In the event of any inconsistency or conflict between the Romanian version and any translation, the Romanian version prevails.
• Data processing. Information on the processing of personal data is set out in the Privacy Policy.