Terms and Conditions (B2B SaaS)

1. Parties and scope

These Terms and Conditions (the “Terms”) govern the provision and use of the hosted software platform and related services (the “Service”) offered by HYPE MEDIA SYSTEM SRL, a Romanian company with VAT identification number RO17068477, having its registered office in Romania (the “Provider”).

The entity that registers for or subscribes to the Service, and its authorised users, are referred to as the “Customer”. The Customer enters into these Terms in its capacity as a business user. The Customer confirms that it is not a “consumer” within the meaning of EU or national consumer-protection rules governing business-to-consumer contracts, and that it uses the Service exclusively for purposes within its trade, business, craft or profession.

Where individual users access the Service on behalf of the Customer, they do so as representatives, employees or contractors of the Customer, and the Customer remains fully responsible for their acts and omissions.

Certain features, volumes or integrations may be described in an order form, online checkout, plan description, or separate written agreement (each, an “Order”). If an Order exists and conflicts with these Terms on a specific commercial point, the Order prevails for that point only, unless the parties expressly agree otherwise.

2. Definitions

“Customer Data” means any data, files, metadata or other content that the Customer or its users submit, upload, generate or otherwise make available through the Service, excluding telemetry and operational data generated by the Service itself solely to ensure security, availability and improvement of the platform in aggregate form.

“Users” means individuals whom the Customer authorises to access the workspace, including administrators and other roles permitted by the Service.

“Subscription” means the Customer’s right to access the Service for a defined term and within the limits of the applicable plan (including user seats, volumes, modules and entitlements).

“Trial” or “trial period” means a limited interval during which the Customer may use the Service under a trial profile configured solely by the Provider (calendar duration or equivalent displayed in the Service, volume limits, included or excluded features, and eligibility policies—including rules to prevent misuse by email address or domain where shown in the Service or billing administration). A Trial is distinct from registering a workspace or browsing marketing pages and does not automatically apply to every visitor; its effective parameters are those indicated in the Service at signup and thereafter in billing.

A Trial does not constitute a paid Subscription by itself and does not guarantee any particular price or feature set after the Trial ends; where card or other external payment rails are used, first charge timing after any checkout trial phase may also be governed by those providers’ terms. When the Trial ends according to the Provider’s settings and what the Service indicates at that time, if there is no active Subscription and no other entitlement communicated in the Service (including after payment and manual activation for bank transfer or another method), the restrictions described elsewhere in these Terms for the absence of an active Subscription shall apply.

Other capitalised terms have the meanings given in these Terms or in the applicable Order.

3. Description of the Service

The Service is a multi-tenant cloud application that supports business workflows such as managing commercial relationships, preparing and tracking offers, managing contracts and related documents, sending documents for advanced electronic signature (Nango Sign, where included in the plan), reporting, notifications, workspace administration, and—depending on the plan—API access, integrations, and optional AI-assisted contract review. Specific modules, limits and availability are those indicated in the Service or in the Order at the time of purchase.

The Service is provided on an “as available” basis. The Provider may deploy updates, new features, maintenance windows and technical changes that it reasonably considers appropriate to maintain security, performance and regulatory compliance. Where a change materially reduces core functionality of a paid Subscription, the Provider will endeavour to give reasonable advance notice by email or in-app notification, except where an immediate change is required for security or legal reasons.

The Provider may rely on reputable infrastructure and subprocessors (for example hosting, email delivery, SMS delivery for signing OTP codes, payment processing, logging and monitoring). A current overview of subprocessor categories may be provided on request or in product documentation. Use of payment processors (such as card payments) is subject to those providers’ terms and privacy notices.

4. Account access, security and users

The Customer must provide accurate registration information and keep its account and billing details up to date. The Customer is responsible for maintaining the confidentiality of credentials, for configuring appropriate roles and permissions, and for all activities performed under its workspace.

The Customer must promptly notify the Provider of any unauthorised access or security incident relating to its account. The Provider may suspend or restrict access where reasonably necessary to protect the Service, other customers, or to comply with law.

The Customer shall ensure that its Users comply with these Terms and that access credentials are not shared in a manner that circumvents user limits or security controls.

5. Licence and acceptable use

Subject to timely payment and compliance with these Terms, the Provider grants the Customer a non-exclusive, non-transferable (except as permitted under Section 16), revocable licence to access and use the Service during the Subscription term, solely for the Customer’s internal business purposes and within the scope of the applicable plan.

The Customer shall not, and shall not permit others to: (a) copy, modify, create derivative works of, reverse engineer, decompile or attempt to extract source code of the Service except to the extent mandatory statutory rights apply; (b) probe, scan or test the vulnerability of the Service without authorisation; (c) interfere with or disrupt the integrity or performance of the Service; (d) use the Service to transmit malware, spam or unlawful content; (e) use the Service in violation of applicable laws, third-party rights, or sanctions and export-control rules; or (f) resell, sublicense or provide the Service to third parties as a standalone product, except where expressly permitted in writing.

The Provider may investigate suspected violations and may remove or disable content or features where reasonably necessary to comply with law or protect the platform.

6. Fees, taxes and payment

Fees, billing cycles, currencies and payment methods are those stated in the Order or in the in-product billing area. Unless stated otherwise, fees are quoted exclusive of value added tax (VAT) and other similar taxes, which the Customer shall pay where applicable in accordance with Romanian and EU tax rules.

For card or direct-debit payments processed by a payment service provider, charges may be presented as authorised by the Customer in the checkout flow. For bank transfers or other methods, invoices are payable by the due date stated on the invoice.

Late payments may bear statutory or contractually stated interest and may result in suspension of access to the Service after prior notice, without prejudice to the Provider’s other remedies. If the Provider must commission recovery, reasonable recovery costs may be charged to the extent permitted by law.

Unless otherwise agreed, fees are non-refundable except where mandatory law provides otherwise. Downgrades or cancellations take effect as described in the Order or billing settings and may not retroactively erase obligations accrued before the effective date.

The right to use operational features of the Service (including creating new offers, contracts and annexes, within plan limits) and to access the REST API where included in the plan is subject to an active Subscription (for example a paid subscription via the payment processor or activation by the Provider) or an active trial period, as configured in the Service. Without an active Subscription and without an active trial, the Provider may restrict creation of new content and API access in line with the technical and commercial mechanisms available in the product.

A bank-transfer payment request recorded in the Service (including selecting a plan and providing payment details) does not by itself constitute an active Subscription or grant entitlement to subscription-gated features until the Provider confirms receipt of payment and enables access—including via manual activation under the Provider’s internal processes.

The Provider may offer trial or promotional periods with their own duration and limits; when a trial ends or a Subscription expires, the restrictions above may apply, without automatically affecting the Customer’s ability to view or export existing data where the Service allows at that time.

7. Personal data and processing roles

Each party shall comply with Regulation (EU) 2016/679 (“GDPR”) and applicable Romanian data-protection legislation, as amended or supplemented.

The Customer typically acts as a controller for personal data it processes about its clients, counterparties, employees or contacts in connection with its use of the Service. The Provider processes such data on documented instructions from the Customer, as a processor, to the extent the Provider provides hosting, storage, execution of workspace operations and related technical processing. The subject-matter, nature and purpose of processing, categories of data and obligations of the parties may be further described in a data-processing agreement or annex available upon request or in the product documentation.

The Provider implements appropriate technical and organisational measures appropriate to the risk, including access controls, encryption in transit where standard for the Service, resilience measures aligned with industry practice, and subprocessors bound by appropriate obligations. The Customer remains responsible for the lawfulness of its processing, for notices to data subjects where required, for assessing whether its use of the Service meets its industry requirements, and for making lawful international transfers where it exports data outside the EEA using its own tools.

Where the Provider processes personal data as a controller—for example account, billing and security metadata necessary to operate the business relationship—the Provider shall process such data in accordance with its privacy notice and applicable law.

For electronic signing (Nango Sign), the Customer instructs the Provider to process signers’ data (name, email, phone, IP address, technical action logs) solely to operate the signing flow and AES audit trail. The Customer remains controller towards signers and counterparties and is responsible for informing them and for choosing documents eligible for AES.

Upon termination, the Provider may delete or anonymise Customer Data in accordance with the retention settings and product capabilities available at that time. The Customer is responsible for exporting data during the Subscription where the Service provides export tools.

8. Confidentiality

Each party may receive non-public information of the other that is identified as confidential or that reasonably should be understood to be confidential (“Confidential Information”). The receiving party shall use Confidential Information solely to perform under these Terms and shall protect it using reasonable care.

Confidential Information does not include information that is public without breach, independently developed, lawfully received from a third party without duty of confidentiality, or required to be disclosed by law (provided prompt notice where lawful).

The existence and commercial terms of these Terms may be referenced in anonymised customer lists unless expressly agreed otherwise in writing.

9. Intellectual property

The Provider and its licensors retain all rights, title and interest in and to the Service, including software, documentation, branding and aggregate analytics that do not identify the Customer. Except for the limited licence in Section 5, no rights are granted by implication.

The Customer retains all rights to Customer Data. The Customer grants the Provider a limited licence to host, process, transmit and display Customer Data solely to provide and secure the Service and to comply with law.

If the Customer provides suggestions or feedback, the Provider may use them without obligation of compensation, subject to confidentiality of identifiable Customer Data.

10. AI-assisted contract review

Where enabled for the Customer’s Subscription and activated at platform level, the Service may offer assistive analysis of contract or annex text using artificial intelligence (“AI Review”). Availability, monthly limits, and eligible document types are those indicated in the Service, billing administration, or Order.

AI Review transmits relevant document text to a European AI provider (currently Mistral AI SA, an EU-based provider). Processing is structured for business SaaS use and aligned with GDPR expectations, including appropriate contractual safeguards with subprocessors. Further details on categories of data and retention may appear in the privacy notice and data-processing documentation.

Outputs may include summaries, categorised attention points, indicative references to legal concepts, and suggested checks. Such outputs are generated automatically, may be incomplete, outdated, or inaccurate, and may not reflect the Customer’s jurisdiction, sector, or specific facts. The Customer must independently verify all outputs before relying on them.

AI Review outputs are assistive and orientative only. They do not constitute legal, tax, regulatory or other professional advice, do not create an attorney-client or similar relationship, and have no legal effect or binding force. The Customer remains solely responsible for contractual content and business decisions.

The Customer instructs the Provider to process document text for this purpose as part of using the Service and confirms it has a valid legal basis to submit the content, including personal data of signatories or counterparties where applicable.

The Provider may modify, suspend, or discontinue AI Review or change providers for security, legal, or operational reasons, with notice where reasonably practicable for material reductions on a paid Subscription.

11. Advanced electronic signature (Nango Sign)

Where included in the Customer’s Subscription and enabled at platform level, the Service may allow sending documents (for example contracts in PDF format) to one or more signers through a dedicated portal (“Nango Sign”).

Nango Sign is designed for advanced electronic signature (AES) within the meaning of Regulation (EU) No 910/2014 (eIDAS), Article 26, by binding the signer to pre-registered contacts, verification via OTP codes (email and, when enabled, SMS), explicit acceptance in the portal, signature capture, and an audit log with cryptographic hash of the document. Nango Sign does not provide qualified electronic signature (QES), qualified time-stamping, or advanced PAdES formats.

The Customer is solely responsible for: (a) assessing whether the document and procedure allow AES; (b) informing signers and having a lawful basis to process their data; (c) document content and legal effects; (d) archiving the signed PDF and proof records per internal policies. The Provider does not warrant that AES will be accepted in every administrative, judicial or sector-specific procedure.

Certain categories of instruments (including, where applicable, notarial acts, procedures requiring QES or special forms) may require tools other than Nango Sign. The Customer shall not use Nango Sign where applicable law requires a higher form without independent legal assessment.

The Provider may retain technical logs of the signing flow (including events, IP addresses and metadata) for the contractual relationship and thereafter per retention and backup policies, recommending retention of proof aligned with contract archiving (e.g. ten years), without guaranteeing a minimum period beyond the Provider’s legal obligations as processor.

SMS delivery for OTP codes may involve messaging subprocessors (for example providers configured by the Provider). The Customer acknowledges that SMS availability depends on third-party networks and platform configuration.

12. Warranties and disclaimer

Each party warrants that it has validly entered into these Terms and that doing so does not violate its other obligations.

Except as expressly stated in these Terms, the Service is provided “as is” and “as available”. To the fullest extent permitted by applicable law, the Provider disclaims all implied warranties, including merchantability, fitness for a particular purpose and non-infringement. The Provider does not warrant that the Service will be uninterrupted or error-free, or that it will meet the Customer’s statutory, regulatory or industry obligations without the Customer’s own assessment and configuration.

The Customer acknowledges that it uses the Service at its own risk as part of its business operations and that it remains solely responsible for decisions taken towards its own clients and regulators.

Without limiting the foregoing, the Provider does not warrant the accuracy, completeness, timeliness, or suitability of AI Review outputs for any particular legal, commercial, or regulatory outcome. AI Review is an assistive tool only and is excluded from any service-level commitment unless expressly agreed in writing.

The Provider does not warrant that signing through Nango Sign will produce any particular legal effect, acceptance by third parties, or handwritten equivalent in every procedure; the Customer independently assesses AES eligibility for each document.

13. Limitation of liability

Nothing in these Terms limits or excludes liability that cannot legally be limited, including liability for fraud, wilful misconduct, gross negligence, or death or personal injury caused by negligence where such limitation is prohibited.

Subject to the foregoing, the Provider’s aggregate liability arising out of or relating to these Terms or the Service in any twelve (12) month period shall not exceed the total fees paid by the Customer to the Provider for the Service during that period (or, if twelve months of fees are not yet due, the annualised equivalent based on the then-current Subscription fees).

The Provider shall not be liable for any indirect, consequential, special, punitive or incidental damages, including loss of profits, revenue, goodwill, data or business opportunities, even if advised of the possibility, except where mandatory law provides otherwise.

These limitations reflect the allocation of risk in a business-to-business SaaS relationship and the fees charged. The Customer acknowledges that the Service is not offered as a substitute for independent legal, tax or compliance advice.

To the fullest extent permitted by law, the Provider shall not be liable for decisions, omissions, or losses arising from reliance on AI Review outputs, including any alleged inaccuracy or incompleteness of assistive suggestions.

14. Indemnity

The Customer shall defend, indemnify and hold harmless the Provider, its directors, employees and subprocessors against third-party claims, fines or proceedings arising from Customer Data, the Customer’s business activities, or breach of these Terms by the Customer or its Users, except to the extent caused by the Provider’s wilful misconduct or gross negligence.

The Provider shall notify the Customer of a claim where reasonably practicable and may assume exclusive defence with counsel of its choice where the Provider elects to control defence; the Customer shall cooperate at its expense.

15. Term, suspension and termination

The Subscription begins on the date stated in the Order or upon successful activation and continues for the initial term specified there. Unless otherwise agreed, subscriptions may renew automatically for successive periods of equal length at the then-current fees until cancelled in accordance with the cancellation process available in billing settings or the Order.

Either party may terminate for material breach if the breach is not remedied within thirty (30) days of written notice (or sooner where immediate remedy is not feasible for payment or security breaches).

The Provider may suspend access immediately where necessary to comply with law, address a security incident, or prevent material harm to the Service or third parties.

Upon termination, the Customer’s right to access the Service ceases. Sections intended to survive (including intellectual property, confidentiality, liability limits, governing law and disputes) shall survive.

Expiry or termination of the Subscription (including after cancellation of auto-renewal or at the end of a paid period) may restrict or end the right to create new operational documents and to use the API, according to the Service settings at that time, without obliging the Provider to retain or restore features that depend on an active Subscription. Data already stored may remain available for viewing or export where the product allows, subject to retention policies and technical limits.

Cancellation of recurring charges (for example through the billing flow integrated with the payment provider) follows that flow and the provider’s rules; effects on access to the Service (including until any end date for an already paid period) are those shown in the Service or in the payment provider’s instruments.

16. Effects of termination and data retention

Upon expiry or termination, the Provider may delete Customer Data after any export window communicated in the Service or product documentation, subject to statutory retention that may apply to billing and security logs maintained as controller by the Provider.

The Customer is responsible for exporting Customer Data prior to account closure where export features exist. The Provider does not guarantee retention beyond the periods configured in the product at the time of termination.

17. Force majeure, assignment and notices

Neither party is liable for delay or failure due to events beyond its reasonable control, including internet outages beyond its own network, labour disputes not involving the affected party’s own workforce, natural events, war, terrorism, epidemics, or actions of governmental authorities, provided it promptly notifies the other party and uses reasonable efforts to mitigate.

The Customer may not assign these Terms without the Provider’s prior written consent, except to an affiliate or in connection with a merger or sale of all or substantially all assets, provided the assignee assumes the obligations in writing. The Provider may assign to an affiliate or in connection with a corporate transaction upon notice.

Notices to the Customer may be sent to the email address registered on the account. Notices to the Provider should be sent to the contact details indicated on invoices or in the Service. Email notices are deemed received on the next business day if sent before 17:00 local time of the sender.

18. Governing law and jurisdiction

These Terms are governed by the laws of Romania, without regard to conflict-of-law rules that would refer to another jurisdiction.

The courts of Bucharest, Romania, shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, subject to any mandatory provisions of EU law that cannot be contractually waived.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. Language, changes and contact

These Terms may be published in English and Romanian. In case of discrepancy, the parties shall interpret the versions in good faith consistently with the commercial intent; for mandatory matters of Romanian law, the Romanian text shall prevail before Romanian courts and authorities.

The Provider may amend these Terms by posting an updated version in the Service and, where the change is material, by notifying the Customer by email or in-app notice at least thirty (30) days before the effective date. Continued use after the effective date constitutes acceptance. If the Customer does not agree, it may terminate the Subscription before the effective date in accordance with the cancellation process.

For contractual notices and legal correspondence relating to these Terms, the Provider may be contacted using the contact information displayed in the Service or on invoices issued to the Customer.