The parties to the contract

Our services

EMPOWERMENT

Modification of the contract

Duration and termination of the contract

In case of misunderstandings

Final terms

Terms and conditions

Last update: 08 March 2024

This document ("General Terms") sets out the conditions under which we provide our company establishment and modification services, the safirconsulting.ro website and its subdomains, the platform, applications and related services (together, the "Services"), as well as other important aspects of the legal relationship between us and you

In addition to these General Conditions, we recommend that you read carefully:

• privacy policy, which describes how we process your personal data,
• Acceptable Use Policy, which sets out some of your responsibilities when using our Services as well as
• any other policies, terms or legal notices communicated through the Services.

Together, they form a contract (the "Agreement") to which you must consent in order to use our Services.

We have tried to design the Contract in a clear and transparent way. If you have suggestions for improving the Contract or concerns about its clauses, you can contact us.

Contents:

1. The parties to the contract
2. Our services
3. EMPOWERMENT
4. Modification of the contract
5. Duration and termination of the contract
6. In case of misunderstandings
7. Final terms

1. The parties to the contract

provider

The provider of the Services and the person with whom you conclude the Contract is Safir Consulting SRL ("we" or "Safir Consulting"), a Romanian legal entity, with headquarters in Bucharest, Strada Baicului, no. 55 apartment 105, sector 2, CUI RO45734740.

In order to provide the Services, we rely on third-party providers, external collaborators and affiliated entities that assist us in data processing activities and providing certain elements of the Services. In the absence of a contract directly entered into between you and them, we retain responsibility for the activity of third-party providers, external collaborators and affiliated entities related to the provision of the Services. Our Third Party Providers, External Collaborators and Affiliated Entities page describes their identity and role.

beneficiary

The Beneficiary of the Services is you, as an individual or a legal entity.

If you are using the Services on your own behalf, when we say "you", we mean you as an individual. For example, if you benefit from our services for the establishment of a new commercial company in which you will be associated and pay the consideration for the services from your personal account, the Contract will be concluded between us and you as a natural person.

If the beneficiary of the Services is a legal entity, when we say "you", we mean the legal entity (SRL, SA, PFA, etc.) whose legal representative you are. For example, if you benefit from our services to modify a commercial company in which you are an administrator and pay the consideration for the Services from the company's account, the Contract will be concluded between us and the company you represent.

In certain circumstances, we will refer to you as "the Customer", and together we form the parties to the Agreement (the "Parties").

Expression of consent

To benefit from our Services you must accept the provisions of the Agreement. Please read the Agreement carefully before expressing your consent. The contract will be concluded by electronic means and may involve a payment obligation on your part.

You may express your consent to the Agreement by clicking a button or completing another action indicating your acceptance of the terms of the Agreement, when this option is available to you within the Services. For example, when you request us to provide the Services through our order form or access our document generation application, you must check the box to accept the General Terms. Regarding browsing the safirconsulting.ro website, accessing it implies acceptance of the Contract.

You may also express your consent in other ways that indicate your clear intention to be a party to the Agreement. For example, when you communicate to us a request in writing or in another durable form, through which you request us to provide the Services, including communicated by email or through an electronic messaging platform.

2. Our Services

Online payment

The Online Card payment method available through the safirconsulting.ro website ("Online Card") allows you to generate the documents necessary for the registration of a limited liability company (SRL) or an authorized natural person (PFA) in the Trade Register.

Completing the data

Please pay close attention to how you fill in the data required to generate the documents. The documents will be generated strictly based on the data you fill in and your choices. You are responsible for making our Privacy Policy known to the people whose personal data you enter into the platform.

License

To access and use the Application, we grant you a worldwide, non-exclusive, limited, non-transferable, non-sublicensable and revocable license. The license is conditioned on your compliance with this Agreement, including our Acceptable Use Policy.

Setting the price and placing the order

After completing the data filling steps, the application will indicate the documents to be delivered, the additional services chosen by you and their value. By paying the established price, you express your consent regarding the execution of the Contract, respectively the delivery of the ordered documents and the provision of the additional services chosen. Please note that after this point, withdrawal from the contract will no longer be possible according to current legislation.

Company name reservation

During the data completion process, you must indicate, in order of preference, three (3) names for your company that comply with the requirements of legality, availability and distinctiveness imposed by the applicable legislation in the field. We recommend that you consult the guidance provided by the Trade Register available here. After placing the order, we will proceed to reserve the company name. You must bear in mind that the reservation of the company has an administrative and preliminary nature, on the formal legality of the name of the company, the director of the ORCT/the person designated according to GEO no. 116/2009, on the occasion of the settlement of the application for registration in the Trade Register. The filing and disposition provisions and adjournments in this section remain applicable.

Delivery of documents

The documents will be delivered to the email address indicated by you. After the moment of delivery, the services will be considered fully rendered.

Checking and signing documents

Submitting documents to the Trade Registry generates legal consequences. It is your responsibility to check the accuracy of the delivered documents and to accept their contents by signing before submission.

If you have identified an error, we recommend that you do not use the documents before contacting us. If the error is due to a deficiency in the Services, we will work with you to try to fix it. In the exceptional situation where we will not be able to remedy the error, we will be able to refund the amount paid for the provision of the Services, this being the only recognized remedy for the impossibility of performing the contractual obligations.

Completing the documents

Depending on your needs, you may need to supplement the delivered documents with other documents before submitting to the Trade Register. For example, in certain situations you will also have to submit the rental agreement or the proof of ownership of the lessor/lessor, the agreement of the neighbors regarding the establishment of the registered office or the copy of the identity card of the person submitting the file. It is your responsibility to inquire about the completeness of your incorporation file. You can ask for help from the information section of the Trade Register or you can contact us to benefit from our consulting services for setting up companies.

Payment of taxes

It is your responsibility to pay all fees and ancillary expenses, necessary for the settlement of the registration file by the Trade Registry. For example, for any establishment, a fee of 122 lei will have to be paid for publication in the Official Gazette. Please note that failure to pay these fees may result in your incorporation application being delayed and ultimately rejected.

Case settlement and adjournments

We recommend that you pay special attention to how your case is resolved. It is possible that the Trade Register may request additions or clarification of some aspects, providing a deadline for this. It is your responsibility to respond within the time limit set by the Trade Register.

The services of establishment and modification of companies with the help of a consultant
The safirconsulting.ro consultants are at your disposal for the complete preparation of the file required for the registration in the Trade Register of a limited liability company (SRL), of an authorized natural person (PFA), of natural person entrepreneurs who own sole proprietorships (II) or of a family business (FI).

Communication between the Parties

Communication between us and you will take place through electronic communication channels, namely through email or messaging applications, as well as through phone calls. At the beginning of the contractual relationship, you will indicate to us the email address and the telephone number through which we will be able to communicate with you. We will assume that any communication carried out through the indicated email address or telephone number takes place between us and you. After the establishment of the relationship contractually, it is not our responsibility to verify the identity of the person we are communicating with. If there has been a change to your contact details or you have found or suspect that someone else may have used your details to communicate with us, you must notify us immediately so that we can take appropriate action.

Provision of data

It is your responsibility to correctly communicate all the data necessary to complete your company's incorporation documents, and we undertake the accurate completion of the documents. It is your responsibility to make our Privacy Policy known to the persons whose personal data you communicate in order to complete the documents.

Additional documents and information

In order to complete the file, it may be necessary to provide us with documents such as proof of ownership or professional training and information related to the activity of the future company. Taking cognizance of the provisions of article 322 of the Criminal Code, you certify compliance with the original of all communicated documents and you expressly assume the correctness of the information communicated or contained within them. You retain civil and criminal responsibility for the legal consequences produced by the documents and information used in the company establishment procedures, and we reserve the right to recover any damages caused as a result of the communication of false documents or information.

Setting the price and placing the order

Depending on your needs established together with our consultants, we will communicate to you the documents to be delivered, the services to be provided and their consideration. By paying the established price, you express your express prior agreement regarding the execution of the Contract, respectively the delivery of the ordered documents and the provision of the chosen additional services. From the moment of payment, you acknowledge the loss of the right of withdrawal from the Contract after the full performance of the obligations by us.

Delivery of documents

The documents will be delivered to the email address indicated by you, after communication of all the data necessary for their preparation and payment of the price. Please keep in mind that, after delivery, the Services will be considered fully provided and withdrawal from the contract will no longer be possible according to the legislation in force.

Submission of the file

You can opt for our online 100% company formation and amendment services which include filing through a chosen representative.

Setting up and changing 100% companies online
If you have chosen to benefit from the company establishment and modification services with the help of a consultant, you can opt for our 100% online company establishment and modification services.

Identity verification

We focus on the safety of you and our collaborators. We will make every effort to verify your identity remotely by electronic means. Although we are not subject to electronic identification regulations, we will be able to implement the principles listed in applicable electronic identification regulations, and you will work with us to meet our security needs. We recommend that you read our Privacy Policy to understand how we process your personal data for identity verification purposes.

3. Empowerment

You grant us a general mandate to be able to represent you before the Trade Registry and our collaborators. When an entity affiliated with Aprobat.ro is involved in providing the Services, the mandate is also offered to that entity. For the avoidance of doubt, the mandate includes matters such as our or our affiliate's ability to:

• to formulate, submit and support applications before the Trade Register, including mentions and additions regarding them
• to communicate with representatives of the Trade Registry in order to successfully resolve requests
• to work with our affiliates and collaborators to perform operations necessary to provide the Services, including exchanging documents and personal data in accordance with our Privacy Policy.

You also give us an express mandate to conclude a legal assistance contract on your behalf and on your behalf, with one of our competent collaborators in this regard, with the object of submitting the file for the establishment or modification of the company to the Trade Registry. When an entity affiliated with Aprobat.ro is involved in providing the Services, the mandate is also offered to that entity. The power of attorney will be granted and communicated electronically. In order to conclude the legal assistance contract, we will choose one of the collaborators mentioned on our page dedicated to Third Party Providers, external collaborators and affiliated entities, depending on their availability.

In the execution of the mandates granted, we will be able to communicate with the Trade Registry and our collaborators using our own email addresses and phone numbers, as well as our own addresses for communication of physical documents.

Regarding the two mandates, the legal provisions regarding the mandate with representation will be applicable.

Signature Specimen

You will communicate to us your signature specimen included in a holographic declaration, and we will transpose it into electronic format for communication to the Commercial Register. It is your responsibility to keep the holographic declaration under private signature in the event that the public authorities require it to be presented in its original form.

Company name reservation

In order to establish a company, you must communicate to us at least a name for your company that complies with the requirements of legality, availability and distinctiveness imposed by the applicable legislation in the field. We recommend that you consult the guidance provided by the Trade Register available here. You should also bear in mind that the reservation of the company has an administrative and preliminary nature, on the formal legality of the name of the company, the director of the ORCT/the person designated according to GEO no. 116/2009, on the occasion of the settlement of the application for registration in the Trade Register. We will use commercially reasonable efforts to reserve and finalize the name indicated by you, but we cannot accept any liability for delays due to a name being considered illegal. We will not be liable for legal consequences or damages of any kind due to the resolution of the case in a longer period than anticipated by us or you.

Appropriation of documents

Acquaint yourself with the content of the applications, standard forms, self-responsibility declarations and other documents necessary for the establishment or modification of the company. To the extent necessary, the documents will bear your signature, communicated according to the Contract. The content of these documents can be analyzed on the official website of the Trade Register, available here.

Data confirmation and file submission

We will communicate with you to confirm the choices and data regarding the essential aspects related to the establishment or modification of the company (for example, the name, headquarters and work points, the identity of the associates and administrators, the contribution to the share capital, the main object of activity and the secondary objects ). We will only proceed with the filing once we have received your firm confirmation that the data is correct and the file can be filed. To submit the file, you must pay the value of the contracted Services and the fees related to the settlement.

Payment of taxes

The fees related to the resolution of the case may be paid by us, based on the amounts submitted by you for this purpose.

File resolution, adjournments and additions

We will follow up on the resolution of your file and respond to requests for completion and clarifications requested by the Trade Register. We will use commercially reasonable efforts to respond to such requests as soon as possible. However, we have no control over the deadline for the resolution of your file by the Trade Register which can be extended up to 30 days. The Trade Registry may request additional data and documents necessary to resolve the file already submitted, and you retain the responsibility to provide us with the relevant information in a timely manner. We will not be liable for the delay or rejection of the file as a result of failure to comply with the previously mentioned obligation or for reasons not related to our exclusive culpa. Also, we will not be liable for legal consequences or damages of any kind due to the resolution of the case in a longer term than that anticipated by us or you. In the situation where the rejection of the case is due to our exclusive fault, we will be responsible for any consequences legal or material damages only within the limits of the amounts paid for the provision of the Services. Please keep in mind that, after the resolution of the file, regardless of whether it has been admitted or rejected, the Services will be considered fully provided and withdrawal from the contract will no longer be possible according to the legislation in force.

Supporting documents

Depending on your choice and the specifics of the company establishment or change file, you will be able to obtain the documents proving the acceptance of the file (for example, the company registration certificate, the mentions registration certificate or the resolution) by mail, address by email or by personally picking up the documents through the release office at the headquarters of the competent territorial Trade Registry.

Material errors

When resolving the case, we will make commercially reasonable efforts to identify any material errors committed by the Trade Registry. You have the responsibility to verify the correctness of the data entered in the supporting documents and to communicate to us within a maximum of 5 days from the moment of their communication to you any errors you identify, together with a proof from which the error can reasonably be derived (to for example, a legible picture or a copy of the document). If we discover the existence of the error, we will work with you to make the necessary efforts to fix it, reserving the right to request payment for the additional services provided. We will not be liable for legal consequences or damages of any kind due to material errors committed by the Trade Registry. The data confirmation and filing provisions of this section remain applicable.

Fiscal record

We recommend that you check whether you have facts entered in the tax record before requesting the provision of the Services. The existence of certain facts recorded in the fiscal record may entail the prohibition to hold the capacity of associate or administrator. In the event that the file is postponed or rejected due to the tax record, we will be able to work with you to remedy the situation, reserving the right to request payment for the additional services provided.

miscellaneous
The payment

All amounts are prepaid, non-refundable, and payments cannot be cancelled, except as noted below. You must provide accurate billing information and payment will be made via credit/debit card, using Revolut Pay or via bank transfer. When an Aprobat.ro affiliated entity is involved in providing the Services, you will pay the consideration for the services provided directly to this entity.

Price review

We reserve the right to revise the prices charged. We recommend that you check our website for our current prices. This clause does not affect your contractual rights or obligations established prior to the review.

Cancellation and refunds

If you are a consumer from the European Economic Area, you have the right to withdraw from this Agreement within 14 days of its conclusion. Please see our Right of Withdrawal page to learn more about how you can exercise this right and its effects on refunds.

Customer Data

We call "Customer Data" any data (such as text, links, photos, videos, documents or other information) that you may upload, store, send, share or otherwise add to our Services. You retain all intellectual property rights in the Customer Data. You must ensure that the Customer Data does not violate applicable law or the terms of the Agreement. With respect to Customer Data, you warrant that you have all necessary rights to benefit from the Services. We are not responsible for the content of Customer Data or how you choose to use the Services to store and process it.

You grant us a perpetual, worldwide, non-exclusive, transferable license and all necessary rights to host, access, use, process, copy, distribute, perform and display Customer Data, for the purpose of allowing us to:

to provide, maintain and improve the Services;
to develop new services, products and technologies;
prevent or resolve a problem related to the provision of the Services or security;
respond to a request related to your Data;
to comply with our legal obligations.
The license granted includes the right to sublicense to third party providers, external collaborators and our affiliated entities solely for the purpose of helping us provide the Services. You warrant that you can legally grant us these rights.

Modification, Suspension and Discontinuation of Services

We constantly strive to improve and develop new Services. We also try to respond to circumstances beyond our control, such as force majeure, fortuitous events or legislative changes. We reserve the right to modify, suspend or discontinue the provision of the Services at any time.

In the event of a suspension, discontinuance or change that adversely affects the availability or features of the Services, we will notify you within a reasonable period of time so that you can make a decision about continuing the contractual relationship. Strictly in this case, if you have already paid for the Services, we will be able to refund the amounts paid in proportion to the Services that have not yet been provided.

Feedback and reviews

We welcome your feedback, comments and suggestions, but please note that we may use them for any purpose and without any obligation or liability to you.

Review and Advertising

As a Customer, you grant us the right to use your company's name and logo as a reference for marketing purposes and promotional materials, or within your portfolio, presentation site or social media and other public or private communications. We would especially appreciate it if you could give us a review that we could use in a similar way.

Our Intellectual Property

We retain all right, title and interest, including all intellectual property rights, in the trademark, logos, legal text and other data within the Services. If you wish to use our mark or brand, please contact us.

Information within the Services

All published articles, materials, quotes, graphics, images, videos and other information contained within the Services, as well as information of any kind communicated during telephone conversations, by email or through messaging applications (collectively, the "Information") may be protected by the laws and treaties in force regarding intellectual property. The information is provided for informational purposes only and is of a general nature. The information is not intended to provide advice or opinions that you should rely on when making a decision of any kind, including, but not limited to, medical, financial, psychological or legal decisions. We use reasonable efforts to update the Information. However, we make no warranties or representations, express or implied, that the Information is accurate, complete or up-to-date. We recommend that you consult a professional certified by a body accredited by law before implementing or acting on the Information.

Absence of professional advice

Our services are intended to streamline the procedures for setting up and changing companies by drawing up the necessary documents and mediating the relationship with the Trade Registry. We do not provide legal, accounting, tax, labor or other services provided by professionals engaged in regulated professions, and the Services are not intended to replace the expertise of such professionals.

Links

The Services contain links to other websites and resources provided by third parties. These links are for informational purposes only. We do not endorse, support or encourage the sites we link to or the information contained within them. We have no control over the content of these sites.

4. Modification of the contract

We reserve the right to unilaterally modify the Contract:

• to respond to a legislative change;
• to comply with a regulatory requirement that applies to us;
• because we have modified the Services (for example: improved or developed new features), because we have added new products or services, or because we have changed our business practices;
• to make them easier to understand or more useful to you;
• to prevent abuse or harm.

We will post a notification regarding the modification of the Contract on the safirconsulting.ro website. Also, if the change is material, we will notify you by email to give you an opportunity to review the proposed change, unless:

• the change is in relation to a new service or product or
• the change must be implemented urgently (for example, to meet legal requirements or to prevent abuse or harm).

If you do not agree to the change, you have the right to request a refund of the amounts paid for the Services that have not been provided by the time of notification of the change.

5. Duration and termination of the contract

term

The contract runs for an indefinite period and ends with the provision of all contracted Services. For example: the contract ends with the delivery of the documents or, if you benefit from our 100% company establishment and modification services, with the settlement of your file, regardless of the decision to accept or reject it.

Regardless of the reason for termination of the Agreement, you will not be relieved of your obligation to pay amounts due for Services provided prior to the effective date of termination.

This section does not affect your rights of withdrawal from distance contracts with consumers.

Termination

Both we and you will be able to obtain the termination of the Contract in the event of non-fulfillment of the existing obligations of the other party. With regard to the non-execution of the obligations expressly provided for in the Acceptable Use Policy, the Agreement will be deemed to be terminated by full right based on a last-degree commission pact, without delay, without the need for the intervention of a court, with or without notice of termination by the creditor. The creditor retains the right not to invoke the commissary agreement, pursuing the forced execution of the obligation.

Unilateral termination

There are also exceptional situations where we could unilaterally terminate the Contract, such as:

• if we have good reason to believe that continuing to provide the Services is harmful to us or our third-party providers, third-party collaborators or affiliated entities, or if we believe it could cause damage to our image or goodwill. In this situation, for security reasons, we reserve the right not to disclose the concrete reason that was the basis of the decision to unilaterally terminate the Contract;
• if we are required to do so to comply with a law or court order.

Before resorting to unilateral termination, we will send you a notice to the email address provided by you to give you an opportunity to remedy the cause of the notice. The termination will take effect if you do not take the necessary remedial measures within a reasonable period, but no longer than 5 working days from the date of communication of the notice.

We will not notify you in advance if this:

• could compromise, interfere with or affect the security of us, our third-party providers, external collaborators or affiliated entities;
• we are not allowed for legal reasons;
• could cause harm or endanger a third person.

6. In case of misunderstandings

Disclaimer of Warranties

We provide the Services with a reasonable degree of skill and diligence. Except for the provisions of the Contract and to the extent of the law, we do not make any guarantees regarding the content, availability or reliability of the Services, nor regarding the available functions or their ability to meet your requirements. The software components of the Services, such as the safirconsulting.ro website, are provided "as is" and "as available". You acknowledge and agree that you use the Services at your own risk.

During the course of the Contract, you may encounter errors and limitations of the Services. You undertake to notify us of these and we will work with you to remedy the problem.

Limitation of liability

The Agreement does not limit either party's liability for death, personal injury, fraud, gross negligence or intent. To the extent permitted by law, neither Party shall be liable for any loss of profit, revenue or data, loss of opportunity or any financial loss, nor for any direct or indirect damages resulting from the provision, inability to provide or non-compliant provision of the Services. . In addition, neither we nor you will be liable for losses that we could not have reasonably foreseen at the time of entering into the Contract or for events that are beyond our reasonable control. We will expressly be liable for any material damages due to our exclusive fault only within the limits of the amounts paid for the provision of the Services.

Major force

Neither Party shall be liable for its inability to comply with the terms of the Agreement due to events beyond its control. Such events may include, but are not limited to, denial-of-service attacks, non-performance by a third party supplier, strikes, shortages, riots, fires, acts of nature, war, terrorism and governmental actions. We will use reasonable efforts to resume performance of the Agreement as events permit. However, if the events continue for more than 60 (sixty) days, either party may terminate this Agreement by giving notice to the other.

reparation

You will indemnify us, our administrators, agents, employees, third party suppliers, third party collaborators and related entities against any claims, complaints, demands, liabilities, damages, losses and costs, including fines or actions by governmental authorities, incurred as a result of your breach the terms of the Agreement or the illegal use of the Services by you or by a person who fraudulently uses your contact details to benefit from the Services.

Disputes and Applicable Law

The contract is governed by Romanian law. The Romanian courts will be competent to judge any disputes related to the Contract.

7. Final clauses

This Agreement only governs the relationship between us and you. You may not transfer any rights or obligations to third parties without our written consent, and they will have no rights under the Agreement.

Any of the parties may assign the rights and obligations conferred under the Agreement, without the consent of the other party, if the assignment is related to a merger, acquisition, corporate reorganization or sale of assets, or if it takes place by law.

The inability or delay of either party to exercise a right provided for in the Contract will not constitute a waiver of that right.

If a clause is found to be void or unenforceable under current law, the rest of the Contract will remain unaffected. The parties agree to modify such clauses in the spirit in which they were originally created.

All provisions of this Agreement which, by their nature, should survive termination of the Agreement will survive termination, including, without limitation, the intellectual property provisions, disclaimers of warranties, indemnities, limitations of liability and miscellaneous provisions.

If you have any questions or concerns regarding this document or any of the terms of the Contract, you can contact us by email at legal@safirconsulting.ro.