GITS TAX S.R.L., a Romanian legal entity, with its registered office in Sibiu city, Bârsei street no. 8, Sibiu county, VAT code 23038470, registered at the Trade Register Office of the Sibiu Tribunal under no. J32/21/2008, email: info@SmartSignature.ro, phone: 0784 205 758, legally represented by the administrator Ștefan Coarfă, hereinafter referred to as the Provider,
and
Client - the legal entity purchasing products and/or services through the website www.SmartSignature.ro.
The parties have agreed on the following:
This represents the contract proposed by the Provider and must be accepted before placing an order for any service offered by the Provider. Any order confirmed by the Client, by checking the box "I agree with the terms and conditions," represents an acceptance from the Client of the Provider's offer, under the terms stipulated in article 9 of the Electronic Commerce Law 365/2002. Checking the box represents an electronic signature, as defined in article 4, paragraph 3 of the Electronic Signature Law no. 455/2001, having the same value as a handwritten signature.
Definitions:
Contract – the agreement concluded between the Provider and the Client, whereby the former provides products and/or services at the latter's express request in exchange for a price.
Products and Services – the Provider offers the Client services through the website www.SmartSignature.ro, including: ANAF reporting platforms, SAF-T services, e-invoice services, e-transport services.
Order – the Client's acquisition of the Provider's services through the website www.SmartSignature.ro.
Visitor – a person who visits the website www.SmartSignature.ro without purchasing any product.
Client – a legal entity that purchases products and/or services through the website www.SmartSignature.ro. The products and services of SmartSignature.ro are exclusively intended for legal entities.
Terms and Conditions – the set of rules applicable during the contractual relationship between the Provider and the Client. The Client is obliged to familiarize themselves with the content of the terms and conditions before placing an order or creating an account. By checking the "Terms and Conditions" box, you declare that you have read and agree to them; without the corresponding checkmark, we cannot provide you with the requested products and/or services.
2.1. The Client will place an order through the www.SmartSignature.ro website and will then be directed to make an online payment through the internet payment operator. The date the contract is concluded is the date the payment is correctly processed and authorized in the SmartSignature.ro system, at which point the Client will receive an electronic invoice with VAT.
2.2. The object of the contract is the provision by the Provider of the services ordered by the Client via the www.SmartSignature.ro website, in exchange for payment by the Client, according to the prices specified in Article IV.
2.3. The Client may place an order by accessing the www.SmartSignature.ro website. Please read carefully the content of these Terms and Conditions, especially the sections dedicated to the Price of the contract, the Right of withdrawal from the contract, and other similar clauses.
2.4. Any errors regarding an order may be corrected at any time before the Client makes the payment. After payment is made, any errors in the placed orders must be communicated to the Provider at the email address info@SmartSignature.ro. In this case, the Provider will respond to the Client regarding the reported errors within a reasonable time, depending on the complexity of the issue, but no later than 30 calendar days from the date the Provider receives the notification.
3.1. This contract is generally concluded for an indefinite period, starting from the date of payment for the ordered services, with all obligations of the parties becoming effective from this date.
3.2. Upon the Client's request, the contract can also be concluded for a fixed period, by notifying the Provider of the desired duration for the contract.
3.3. Regardless of the contract duration, whether fixed or indefinite, the Client may withdraw from the contract at any time by sending a written request to the Provider at the email address info@SmartSignature.ro, expressing their intention to terminate the contract at least 15 calendar days before the end of the monthly subscription. In the event of contract termination, payment obligations must be fulfilled until the contract termination date for all services provided by SmartSignature.ro.
3.4. If the Client does not notify the cancellation of the chosen subscription at least 15 calendar days before the subscription validity period ends, the subscription will be automatically renewed each month without any further formalities.
3.5. The Client can request changes to the subscription at any time by sending a written request to the Provider at the email address info@SmartSignature.ro.
3.6. An order can be canceled at any time. If the Client has paid for the services and then wishes to cancel the order, they must contact the Provider at info@SmartSignature.ro with a cancellation request and a refund of the amounts paid. The amounts will be refunded in full if the Provider has not started executing the service or partially, depending on the part of the service already executed by the Provider, in which case an amount corresponding to the executed services will be retained before the cancellation. The refund will be made within a maximum of 14 working days, in the same manner in which the services were paid for, i.e., to the same bank account, unless the Client explicitly indicates that the refund should be made to a different bank account.
4.1. The prices for the services provided by the Provider can be viewed by accessing the "subscriptions" page in the menu or, if applicable, from a Provider's representative, communicated via phone or email. The price list includes the prices for the basic services/products, including any additional costs that may arise and are charged during the execution of the contract.
4.2. The price may be set individually for each type of product/service, or in the form of a monthly subscription.
4.3. For new Clients, the price is paid at the time the order is placed by the Client. The Provider will issue an advance electronic invoice with VAT, which will be sent to the Client's email address. The invoice is to be paid online through an internet payment operator. The payment of the invoice coincides with the conclusion of the contract, being the date from which the parties' rights and obligations will arise. The contract is considered not concluded if the Client fails to make the payment, and the ordered services will not be provided by the Provider.
4.4. For existing Clients, monthly pro forma invoices with VAT for the services rendered will be issued. The fiscal invoice will be issued after the payment is registered by the Provider.
4.5. By paying for the ordered services, it is considered that the price has been accepted by the Client, and no subsequent claims will be considered.
4.6. If the invoice is not paid, the services will not be provided or will be blocked, as applicable, until payment is registered and authorized by the Provider.
4.7. If the invoice is not paid by the due date indicated on the invoice, the Provider has the right to charge late payment penalties of 0.1% per day of delay, calculated from the due date until the actual payment of the debt. The total amount of penalties may exceed the amount of the debt owed.
5.1. The Provider has the following rights and obligations:
5.1.1. The Provider has the right to establish and collect the price for the services it provides.
5.1.2. The Provider has the right to administer or manage the data/information/documents/files transmitted by the Client.
5.1.3. The Provider is obligated to ensure the ordered services are provided to the Client, in full compliance with legal provisions.
5.1.4. The Provider acts as a host for content added by the Client and holds the responsibilities arising from this role, in accordance with the provisions of Law no. 365/2002 on electronic commerce.
5.2. The Client has the following rights and obligations:
5.2.1. The Client has the right to benefit from the services ordered and paid for through the www.SmartSignature.ro website.
5.2.2. The Client retains ownership of the data and/or information provided to the Provider.
5.2.3. The Client is solely responsible for the legality, accuracy, and correctness of the data/documents/files provided to the Provider.
5.2.4. The Client is responsible for the legal use of the services offered by the Provider and for complying with applicable legislation depending on the type of economic activity undertaken.
5.2.5. The Client is obligated to respect the intellectual property rights related to the services provided by the Provider. No sale, assignment, full or partial transfer, or disclosure is allowed without the Provider's consent.
5.2.6. The Client is obligated to inform the Provider about any changes to the name, headquarters, or other identifying details.
6.1. After the Client orders and pays for services and/or products, they will receive the User ID and Password for their User Account at the email address provided in the order. The initial password can be changed by the Client.
6.2. Each Client will have an individual User Account that allows them to access the contracted services.
6.3. Through their User Account, Clients will be able to manually complete declarations, enter or import data, documents, and files, access tutorials with instructions for completing or accessing services, and will have access to the document archive.
6.4. The archive, which includes the history of the Client's data/orders/documents/files, has a capacity of 1 GB and is included in the price of the monthly subscription. If the 1 GB capacity is exceeded, the Client must pay the additional fee, according to the Price List.
6.5. The entire content of the archive is available for the entire duration of the contract. After the termination of the contract, the Client will still have access to the archive for a period of 30 days.
6.6. The Provider assumes no responsibility for the loss of access passwords for the User Account or for activities that may compromise the Client's account. If the Provider receives a notification regarding suspected illegal activities by the Client or unauthorized access to the Client's account, the Provider reserves the right to suspend or block access to the User Account.
6.7. Upon contract termination, after 365 days, the User Account, along with all documents/files/data belonging to the Client, will be deleted by the Provider.
7.1. Clients have the opportunity to test SmartSignature.ro services for a limited period of 30 (thirty) calendar days, by accessing the "Test for Free" feature found on the main page of the www.SmartSignature.ro website.
7.2. During the trial period, the Client is entitled to use all the functionalities of the services; however, the Provider's liability for the level of services provided is excluded during this period.
7.3. The right to use the trial period is granted only once, regardless of the extent to which the Client has used the granted trial period.
7.4. Upon expiration of the trial period, the Client can choose whether or not to enter into a contract with the Provider.
8.1. The Provider guarantees that it will exercise the necessary diligence to offer the Client access to the SmartSignature.ro service 24 hours a day, seven days a week, subject to the exceptions described below, with a service availability of at least 96% per year.
8.2. The Provider reserves the right to carry out maintenance work that may result in a temporary interruption of access, during periods that will be announced in advance to the Client via email, indicating the date and estimated duration of the interruption.
8.3. Such interruptions will not be considered as improper service provision by the Provider. The Provider will not be liable for any interruptions in the functioning of the SmartSignature.ro services resulting from:
(i) periods of failure caused by actions or omissions of third parties for which the Provider is not responsible (e.g., failure of internet/telecommunications network, intranet network failure, power supply failure);
(ii) periods caused by access restrictions imposed by network operators used by the Client, which condition the technical or technological possibility of using the Provider's services;
(iii) use by the Client of non-original equipment, software, or files.
8.4. In the event of intentional violation by the Provider of the Client’s right of access, for reasons other than those mentioned above, the Client will be entitled to compensation limited to the amount equivalent to the proportionate subscription price, corresponding to the ratio between the time of service unavailability and the total service usage period in a month.
9.1. To benefit from our services, the following are required:
(i) a device that allows access to the Internet, including software for browsing its resources, supporting html, xhtml, pdf, cookies, and with javascript enabled;
(ii) access can be made using the following web browsers: Chrome, Firefox, Safari; Chrome is the preferred and recommended browser by the Provider;
(iii) the Client's individual email account;
(iv) the Client must have a PDF reader (it is recommended to use the latest stable versions of dedicated or built-in PDF readers: Adobe Reader, Evince, Google Chrome, Mozilla Firefox).
9.2. The Provider will make all efforts to ensure the functionality of the services on the latest stable versions of commonly used web browsers, as well as on the latest stable versions of PDF readers. However, the Provider does not guarantee that all elements will be displayed correctly by the available browsers or that they will be correctly displayed and printed by the available PDF readers.
9.3. The Provider is not responsible for the lack of functionality or deficiencies in the services if the Client uses non-original equipment, software, or files.
10.1. The Client may request technical support from the Provider and report any issues in using the SmartSignature.ro services by contacting the Provider either by email at info@SmartSignature.ro or by phone at the number 0784 205 758, available Monday to Friday between 9 AM and 5 PM.
11.1. The services provided are delivered through software that is the exclusive property of the Provider concerning copyright.
11.2. The Provider guarantees that it holds exclusive copyrights over all works falling within the scope of the SmartSignature.ro software and has the right to authorize the exercise of derivative copyright rights related to this Software.
11.3. Upon obtaining access to the service ordered by the Client, the Provider grants the Client a non-exclusive, non-transferable license with multiple usage stations for the Software, under the terms and conditions set forth in this document.
11.4. Based on the granted license, the Client does not have the right to grant sublicenses or to obtain information about the internal structure of the Software and its operating principles. Furthermore, the Client does not have the right to modify the appearance, translate, adapt, or make any other modifications to the Software.
11.5. The Client may not disseminate any information downloaded from the Software outside its enterprise, except for copies of documents generated as part of the usual technical and utility functions of the service.
11.6. The Client is not entitled to grant third parties access to the SmartSignature.ro services and databases, especially by providing access to the password of the service or transferring rights under this contract to a third party.
11.7. The license is granted for the period during which the Client has the right to use the services under the contract between the Provider and the Client, in accordance with the provisions of these Terms and Conditions.
11.8. Any infringement of the Provider's copyright by the Client will result in civil or criminal liability, as appropriate, and may serve as grounds for the Provider's immediate termination of the contract.
12.1. The Client has the right to file a complaint citing any violation of the provisions of these Terms and Conditions regarding the services purchased through SmartSignature.ro, either electronically at the email address info@SmartSignature.ro or in writing via postal mail to the registered office at str. Bârsei nr. 8, Sibiu.
12.2. The complaint must include at least the following elements: the full name of the Client, the address of the registered office, the fiscal identification code (CUI) and the registration number in the Trade Register, a detailed description of the facts, and the provisions that were violated.
12.3. The Provider is obliged to respond to the complaint submitted by the Client within a maximum of 30 calendar days. If the information provided in the complaint is incomplete, unclear, or insufficient, the Provider may request additional information or clarifications. In this case, the 30-day period will be calculated from the date the Provider receives the complete information from the Client. If, due to the complexity of the complaint, the Provider considers that it cannot resolve the issue within the 30-day period, it will immediately notify the Client, explaining the reason for the delay and providing the updated response deadline.
13.1. The applicable version of the Terms and Conditions or Price List is the one in effect at the time the Client places an order.
13.2. The Provider reserves the right to modify the content of the Terms and Conditions or the Price List at any time. For existing Clients, the Provider will inform them appropriately by email of any changes made to the Terms and Conditions or Price List. Any changes or additions will take effect within 10 (ten) working days from the notification of the modification.
13.3. If the Client does not agree with the changes, they have the right to request the termination of the contract, in accordance with the provisions of Article XVI, at the expiration of the current month's subscription, before the changes take effect.
13.4. Any modification of the Price List will not affect the current subscription for the month in progress, which remains valid before the modification. The modification will apply for the future, and the Client will have the option to discontinue the SmartSignature.ro services in the future if they do not agree with the changes made.
14.1. The Provider agrees to irrevocably and unconditionally maintain the Confidential Information belonging to the Client for an indefinite period, including after the termination of the Contract.
14.2. The term "Confidential Information" refers to:
(a) In particular, all information entered into the SmartSignature.ro system by or belonging to the Client, regardless of the nature of the information: financial, economic, legal, technical, organizational, commercial, administrative, or marketing, including information about the Client and other entities/organizational units with which the Client has any economic relations.
(b) All information, in any form and medium, including oral information, referring to the party providing it and supplied to the recipient party or any of its authorized representatives, or independently acquired by either party or its employees, agents, or advisers during the relationship, whether before or after the date of this contract. This also includes information that representatives of one party become aware of during the performance of the contract, even if those details have not been communicated or marked as such, but are relevant to the other party.
(c) All copies of any such information in any form and medium.
(d) All reports, analyses, compilations, data, memoranda, and other documents created by or on behalf of the recipient party that contain, reflect, or use any of the information mentioned above.
(e) All information related to the contract, including discussions held by the parties before, during, or after the execution of the contract, as well as all preparatory reports, analyses, compilations, data, memoranda, and other documents created or ordered by either or both parties to support the relationship, as long as such information does not contain confidential information of the parties.
(f) All information that a reasonable businessperson might consider confidential regarding:
The business, clients, suppliers, or financial data communicated by the other party;
Operations, processes, product information, know-how, models, trade secrets, or software communicated by the other party; provided that "confidential information" does not include data or aspects that: (i) were known to the receiving party before being provided or acquired by them or any of their authorized representatives; (ii) were independently acquired by the receiving party without violating the confidentiality obligation; (iii) is required by any court of competent jurisdiction or any competent judicial, governmental, oversight, or regulatory body; (iv) is required by any law or regulation of any country with jurisdiction over the affairs of the receiving party.
14.3. Confidential Information does not include any information that: (i) was publicly known and made generally available to the public before being disclosed by the supplying party; (ii) becomes publicly known and generally available after being disclosed by the supplying party, without any action or inaction of the receiving party; (iii) was already in the possession of the receiving party at the time of disclosure, as shown by the documents registered by the receiving party immediately before the disclosure; (iv) is obtained by the receiving party from a third party without breaching the third party's confidentiality obligations; or (v) is independently developed by the receiving party without using or referencing the Confidential Information of the supplying party, as demonstrated by documents and other relevant evidence in the possession of the receiving party.
14.4. If necessary for the performance of the contract, the Provider may disclose Confidential Information to employees or individuals it engages in the performance of the contract, provided that these persons are bound by confidentiality obligations before any disclosure. The Provider is responsible for the actions or omissions of such persons, as well as for its own actions and omissions.
14.5. The scope of "Confidential Information" also includes all personal data as defined in the European Regulation 2016/679 on the protection of natural persons regarding the processing of personal data and the free movement of such data, and the repeal of Directive 95/46/EC.
14.6. The Provider may not, without the Client's prior written consent, disclose, transmit, or make Confidential Information available to third parties or use it for any purpose other than the execution of the contract.
15.1. This contract is accompanied by and should be interpreted in conjunction with the Privacy Policy found here.
15.2. In executing the contract concluded between the Provider and the Client for the provision of the SmartSignature.ro services, the Parties will hold the following roles: the Provider as the Authorized Person, and the Client as the Data Controller.
15.3. The Provider undertakes to exercise the necessary diligence in processing the personal data entrusted by the Client, particularly:
(i) Processing personal data only based on the documented instructions of the Client, ensuring that those authorized to process personal data are committed to maintaining confidentiality, unless the obligation to maintain confidentiality arises from applicable general legislation;
(ii) Taking all measures required by Article 32 of the GDPR, complying with the conditions for using the services of another processor, as mentioned in Article 28(2) and (4) of the GDPR, and, to the extent possible, assisting the Client, through appropriate technical and organizational measures, to fulfill the Client's obligations in responding to data subject requests regarding their rights, considering the nature of the processing and the information available to them, and assisting the Client in fulfilling the obligations set forth in Articles 32-36 of the GDPR;
(iii) After the completion of the processing services, at the Client's discretion, the Provider shall delete or return all personal data and delete all copies of the data, unless Union law or national law requires the retention of personal data;
(iv) Providing the Client with all the necessary information to demonstrate compliance with the obligations set forth in Article 28 of the GDPR and allowing the Client or an auditor authorized by the Client to conduct audits, including inspections, and to cooperate in such audits. The Provider must inform the Client immediately if, in its opinion, an instruction issued by the Client constitutes a violation of the GDPR or other EU or member state regulations regarding data protection, particularly in the event of a personal data breach, or if there is a suspicion of a situation that may threaten the security of personal data, such as theft, unauthorized access, use or disclosure, loss, damage, or destruction of the entrusted data;
(v) Any unauthorized or unlawful processing of the personal data entrusted to the Provider must be reported to the Client immediately upon discovery, but no later than forty-eight (48) hours after detection, providing assistance and supplying any additional information reasonably requested by the Client regarding the breach. Upon discovery, the Provider must take all reasonable efforts to investigate the breach, as well as to remove the causes and effects of it.
15.4. The Provider is generally authorized by the Client to subcontract the processing of personal data, provided that the entities to whom the data is entrusted are required to comply with the personal data processing rules, at least to the extent specified in the Terms and Conditions.
15.5. The Provider will adopt appropriate technical and organizational measures necessary for the security of personal data processing, including, where applicable, among others: pseudonymization and encryption of personal data; the ability to ensure the confidentiality, integrity, availability, and resilience of processing systems and services; the ability to restore the availability of personal data and access to it in a timely manner in the event of a physical or technical incident; and a process for regularly testing, evaluating, and assessing the effectiveness of technical and organizational measures to ensure the security of processing.
16.1. The contract, whether for a fixed or indefinite duration, may be terminated at the Client's request by sending a written notice to the Provider either by email to info@SmartSignature.ro or by postal mail to the registered address at Str. Bârsei no. 8, Sibiu, at least 15 calendar days before the termination date. In the latter case, the contract will terminate on the next business day after the expiration of the 15-day notice period, calculated from the date the termination notice is received by the recipient. Termination of the contract shall not affect any payment obligations that are due or will become due during the notice period. The Client must pay for the services rendered up to the date of termination.
16.2. Either Party may request the termination of the contract if the other Party fails to fulfill its specific obligations under the contract.
16.3. The Provider has the right to unilaterally terminate the contract if the Client: uses the services of SmartSignature.ro in violation of these Terms and Conditions, including, in particular, violating the provisions related to the license or copyright of the Provider. In addition to the fees for SmartSignature.ro services, depending on the nature of the acts and the damages caused to the Provider, the Client shall be liable for all damages caused to the Provider by their actions.
16.4. If the Client delays payment for services by more than 30 days from the due date, the Provider has the right to unilaterally terminate the contract, regardless of the amount of the debt, by issuing a termination notice. The contract will terminate on the date specified in the notice, without any further formalities and without the intervention of the courts.
16.5. In the event of termination or cessation of the contract, the Client may log into the SmartSignature.ro system and view, download, and export data within 365 days from the date of contract termination but will not be able to enter new data or edit existing ones.
17.1. The Client may not, without the prior written consent of the Service Provider, transfer the rights resulting from the contract to any third party, whether for free or for consideration, for the use of the SmartSignature.ro services.
17.2. The Parties agree that any misunderstanding between them will be resolved amicably. If the dispute cannot be resolved amicably, the competent courts at the Provider’s headquarters will have jurisdiction to resolve any litigation. The Client understands, in accordance with the provisions of Article 1,203 of the Romanian Civil Code, that they expressly accept this clause regarding the establishment of jurisdiction in the event of a dispute.
17.3. The contractual relationships arising from or in connection with the provision of SmartSignature.ro services are subject to Romanian law.
17.4. Regardless of the provisions of these Terms and Conditions or the Price List, the Provider may negotiate and enter into an individual written contract with a specific Client, in which case the provisions of these Terms and Conditions may be excluded in whole or in part from the contract or may be applied in whole or only in part.
17.5. For matters not covered by these Terms and Conditions, the provisions of the generally applicable law will apply, in particular: Law No. 365/2002 on Electronic Commerce, the Romanian Civil Code, Law No. 455/2001 on Electronic Signature.
