I. THE CONTRACTING PARTIES

1.1. Cloud Monitoring Services Ltd., headquartered at 110/bis Remetea street, Tîrgu-Mureș, Mureș County, Point of Work: 7  Brăila street, Tîrgu-Mureș, Mureș County, registered with the Trade Registry Office attached to Mureş Court under J26/1053/2006, with unique registry code RO18813138, represented by Chief Executive Officer Tibor Sajgó, as Service Provider,

and

1.2. The Client, with its identification data registered on the online platform TSense,

have agreed on the following clauses:

PREAMBLE

Considering that the Service Provider is owner and developer of the TSense portal and of all functions and services included into this portal;

Considering that, by creating an account on the TSense portal, the client can benefit of the services available through this portal, in line with the conditions of the contract;

Considering the provisions of art. 9 of the Electronic Trade Law no 365/2002, regarding the conclusion of the contract by electronic means;

Considering that by virtue of the provisions of art.4 al. 3 of the Law on Electronic Signature no 455/2011, ticking the box regarding the acceptance of the present terms and conditions, upon creating an account on the portal, constitutes electronic signature, with same legal value as handwritten signature, along with the confirmation of the acceptance of the terms by e-mail provided upon registration of the account;

II. DEFINITIONS

Client – the entity using the TSense platform with the identification data provided upon registering the account on the platform;

Platform – the website TSense with all its subdomains, the platform/ application t-sense, with all functionalities offered, including by TSense with all subdomains;

Service, services – all the services offered by the Service Provider through TSense as described, publicly, on the TSense website;

Subscription – fee paid by the Client in line with the payment plans mentioned on the TSense website. It is considered a period equivalent to the length of a subscription period also the period during which the Client uses the TSense services free of charge, by means of a discount code/ voucher;

Confidential information – includes all the information exchanged between the parties of this contract, whether communicated verbally, in writing or by use of the TSense platform by the Client and considered confidential;

Trial period – it is the 30 (thirty) calendar days period, immediately following the creation of an own account on TSense by the Client, or the period immediately following the activation of a new module, which was unpaid by the Client until that moment. In this period the Client has no financial obligation to pay the Service Provider for the subscription. However, in the trial period  all other obligations of the Client stipulated in the present contract remain valid;

User – means any person or entity using by means of a procuration and on behalf of the Client the services offered by the Service Provider through TSense. The user is the identical to the Client.

User name and password – refers to the login data needed by the user to be able to use the services offered by the Service Provider through the TSense platform;

Contact data – refers to the contact data of the Service Provider, of the Client and of the user, as communicated by themselves on TSense. The Client and the user are held directly responsible for the validity of their data and, in case of modification of these data, of their updating on the TSense platform;

III. SUBJECT OF THE CONTRACT

3.1. The subject of the present service provision contract constitutes the attribution to the Client of the right to use the online timekeeping system through the Platform by the Service Provider, whereby the former has the correlative obligation to pay the fee equivalent to the used services, along the conditions stipulated in the present contract.

3.2. The opening of an account by the Client implies the unconditional acceptance of the present terms and conditions.

3.3. The acceptance of the present contract by the Client is done by ticking the box: “I have read and accepted the Terms and Conditions of using the T-Sense platform.” The acceptance is considered confirmed also when introducing the user name and the password on login to the T-sense account.

3.4. The Service Provider, author/ owner/ administrator of the Platform reserves the right to modify and update at any moment the content of the Platform, as well as the Terms and Conditions and the Privacy Policy. The Service Provider undertakes to inform the Clients with regards to the modifications made to the Platform, Terms and Conditions and Privacy Policy, when they occur. The information will be done by e-mail or through the Platform. The obligation to take note and accept these modifications remains with the Client.

3.5. From the moment of communicating or publishing the new Terms and Conditions, feess or any other modifications, the Client has 10 (ten) calendar days to raise objections regarding these modifications. In case the Client does not raise any objections within the period stipulated in this article, the modifications will be considered valid and accepted by the Client.

3.6. The version of the Terms and Conditions applicable to a Client is the one valid on the Platform in the moment of the account creation by the Client.

IV. DURATION OF CONTRACT

The present contract is concluded for a defined period, respectively for the entire period the Client subscribes to the use of the services provided by the Service Provider, and enters into force at the moment of the account creation by the Client on the Platform.

V. VALUE OF THE CONTRACT. CONDITIONS OF PAYMENT

5.1. The fee for the services is established in line of the pricing plan chosen by the Client after the trial period.

5.2. The pricing plan for accessing the services is:

1 EUR/month/employee;

in case advance payment of a 6 months subscription, a discount of   …… EUR/month/employee is provided;

in case advance payment of a 12 months subscription, a discount of   …… EUR/month/employee is provided;

The fees above are VAT-exclusive.

5.3. The payment for the services needs to be effected at the beginning of the period concerned by the purchased services, and the services will be available to the Client until the end of the period which has been paid for.

5.4. The Client has the possibility to prolong the period for using the services by effecting a new payment, in line with the pricing plan stipulated in art. 5.2.

5.5. The minimum length of a service contract is one month. The invoice will be issued on the first day of the month, for the running period, and the value of the invoice will be calculated based on the number of employees recorded in the system on the last day of the preceding month.

5.6. The Service Provider undertakes to notify the Client by e-mail at least 3 calendar days before the expiry of the period of service use paid for. In this period, comprised between the day of the notification and the day of the expiry of the period of service use paid for, the Client may effect a new payment for purchasing the services offered by the Service Provider through TSense for the following period, in line with the pricing plan applicable in the moment of the effecting the payment.

5.7. The payment for the services may be done by payment order.

5.8. The Service Provider may offer discounts, reductions, promotions through voucher codes, which the Client may use in line with their conditions of use received by the Client together with those codes. A Client may not use a voucher code more than one time. The Client may not use consecutively and/ or cumulatively more voucher codes.

5.9. The Service Provider has the right to modify the fees applicable to the subscriptions to the Platform unilaterally.

5.10. Any modifications to the fees or to the availability of the services will be communicated by e-mail to the contact address of the Client available in the user account, at least 30 days before any modifications take effect. Application maintenance services will be announced either through the application or through e-mail.

VI. SPECIAL CLAUSES PERTAINING TO THE USE OF THE PLATFORM

6.1. Registration on the Platform is free of charge. Client access to certain functionalities on the portal is only allowed to users willing to test the application free of charge or for Clients who have decided for the monthly subscription.

6.2. The Service Provider, although making every effort in that direction, cannot guarantee the security of the information transmitted by the Client, therefore being exempt of payment for any prejudices to the Client for this reason.

6.3. Any unauthorized access to the parts of the Platform inaccessible to the public or the access of other persons except the authorized ones to an account hosted by the Service Provider constitutes unlawful access to a computer system and will be punished in accordance with the Romanian legislation in force.

6.4. The Service Provider provides the Client with the right to use the services offered through the Platform, in line with the needs of the Client, as agreed in the present contract.

6.5. The right to use provided by the Service Provider to the Client is provided solely to that Client, it is not transferable and it is entirely subject to the present contract.

6.6. The Platform acts as a host for the content added by the Client by virtue of Law 365/2002 on Electronic Trade.

6.7. The Client is liable for the introduced data and bears sole responsibility for the way and purpose he uses the services made available by the Service Provider on the portal, as well as for configuring the system of users with access to the Client’s account and for their behaviour.

6.8. In relationship to the users:

The Client determines the persons attributed with user rights, as well as their role and their user access level to the information held/ introduced by the Client into the Platform;

The Client is directly liable for any action of the user, when using the services provided by the Service Provider through the Platform, on behalf of the Client;

The Client controls the access level of all users to the services provided by the Service Provider, and may cancel or restrict at any moment the user access rights to the account created on the Platform;

6.9 Any conflict arising between the Client and the User with regards to the use of the services offered on the Platform will be managed exclusively by the Client, without the Service Provider being involved in any way in the conflict or in its resolution process.

6.10. The Service Provider cannot be held liable, by any means, in case the Client uses the available application and services for illegal or immoral purposes

6.11. The Service Provider does not take responsibility for the situation where the user creating an account for the Client on the platform is not authorized by the Client to do so. The Service Provider removes any such account upon written request of the legal representative of the Client, accompanied by an up-to-date certificate issued by the NTRO and attesting the legal representative status of the  economic operator, on behalf of which the account was created on the Platform.

6.12. The Service Provide will make every effort to secure permanent access to the services provided through the Platform and guarantees the availability of the service in proportion of 99%. The service availability period does not include the maintenance periods announced on beforehand by e-mail or  on the website TSense, with the exception of any unannounced maintenance periods.

6.13. In case the Client could not access the service owing to reasons pertaining to the Service Provider for a period longer than stipulated above, he/she may request proportional reimbursement of the subscription paid for the period that the service remained unavailable.

6.14. Data and information uploaded to the system by the Client will be stored by the Service Provider for 5 (five) years, calculated from the date of their introduction. After this period, all data and information will be deleted permanently by the Service Provider. Upon explicit request of the Client, the Service Provider is held to permanently delete the data stored in the system in 5 days from the moment the request was made. The images uploaded to the system are stored for 60 days, after which they are deleted automatically.

6.15. The saving of the database is the exclusive duty of the Client, who has the possibility to export and save the data at any time after account creation, the Service Provider being exempt of any liability for data losses, independently of the cause of their loss.

6.15. In case the Client exceeds the subscription payment deadline with 14 calendar days, the access to the account on the Platform will be suspended. After 30 calendar days following the subscription payment deadline, in case the Client still does not execute the payment, the account is deleted from the system.

VII. RIGHTS AND OBLIGATIONS OF THE PARTIES

7.1. Rights and obligations of the Client

– to pay the fee for the services offered by the Service Provider through the platform, in line with the present contract;

– to take responsibility for the data introduced in his/her own account on the Platform, and for the correctness, accuracy and integrity of the information contained in the account;

– to update the access data contained in the account;

– to take responsibility and to be liable for the consequences of breach of third parties’ rights by using the services provided by the Service Provider;

– to use the services offered by the Service Provider in full legality;

– to respect legal provisions related to author’s rights and protection of personal data introduced by the Client in its own name or on behalf of third parties;

– to take full responsibility for the creation, personalisation, administration, management, accuracy and legality of the documents issued by means of the services offered by the Service Provider;

– to compensate the Service Provider for any damage, costs or profit limitations resulting of any fraudulent actions of the Client;

– to provide the Service Provider with his/ her own valid, available and up-to date contact details, during the full length of the period he intends to use the services provided by the Service Provider;

– has the right to ask the Service Provider to delete all information inserted by him into the Platform;

– has the right to quit the services provided by the Service Provider at the end of the already paid subscription period;

The client bears the sole responsibility for the entire content of his/ her account and for any breach of law or rights of third party persons;

7.2. Rights and obligations of the Service Provider

– to secure Client access to its services provided through the Platform;

– to delete the data inserted by the Client within the term stipulated in the present contract;

– to reactivate the Client account within 5 days from payment of the new subscription by the client, in case the latter’s access to the services was suspended due to lack of subscription payment;

– to provide the Client upon request with support or assistance concerning the use of  the services offered by the Service Provider through the Platform in optimal conditions by the Client throughout the duration of the use of the services provided to the Client by the Service Provider. The services will be provided from Monday to Friday, in line with the timetable displayed on the TSense website and communicated to the Client through the e-mail address provided;

The Service Provider has the right to modify the pricing plans in line with the present contract.

The Service Provider has the right to collect anonymous data about the usability of the services by the Clients and to publish these in an aggregated form;

The Service Provider has the right to transmit all data and any information from the Client’s account to the law enforcement authorities, in case the Service Provider receives a reasoned request from a competent public body;

The Service Provider has the right to send the Client by e-mail Platform marketing notifications, in order to inform the client about updates and modifications to the services offered through the Platform and to inform the client about the maintenance periods which may be also periods of temporary suspension of the service provision;

VIII. CONTRACTUAL LIABILITY

8.1. The Client is liable for the data inserted and bears the entire responsibility for the way and purpose he/ she uses the services made available by the Service Provider, as well as for the way he configures the system of users having access to the Client’s account and for their behaviour.

8.2. The Client is liable for the information provided to the Service Provider and has the sole responsibility for providing correct and complete information, and for maintaining accuracy of the information or for updating it.

8.3. The Service Provider cannot be held liable in case the Client uses the available applications and services for illegal or immoral purposes.

8.4. The Client agrees to bear the sole responsibility and to compensate the Service Provider for any damage, costs or profit limitations resulting of any fraudulent actions of the Client.

8.5. The Service Provider does not take responsibility in any situation for any damage or error caused directly or indirectly, for any direct or indirect lack of profit (including, among others, damages for profit loss, ceasing of some businesses or other financial damages), incurred as a result or using or interruption of using or lack of regularity in the information and services provided by the website.

8.6. The Service Provider does not guarantee the accuracy, the correctness and the up-to-datedness of the information or of the services provided by the website.

IX. CESSATION OF THE CONTRACT

9.1. The present contract may come to an end by agreement between the parties or by unilateral renouncement. In case the Client uses the account in an abusive manner or in case there are signs showing that the Client uses the account for illegal or immoral purposes, the Service Provider has the right to annul the contract with immediate effect and to block the access of the Client to the account registered on the Platform.

9.2. In  case one of the parties fails to fulfil his/ her obligations stipulated in the present contract, the latter will be annulled without any right to formalities (notification, request for summons) – termination pact

9.5. The annulment of the present contract has no impact on the obligations already due between the contracting parties.

X. PRIVACY

10.1. The Client has access to the services provided by the Service Provider through the Platform by means of a safe communication protocol and based on a user name and a password defined by the Client. The data and the information introduced to the Platform are saved and stored on a “cloud” system, either on own or on rented servers, by the Service Provider

10.2. The Client or the user is strictly and directly responsible for privacy and for keeping own Platform access data (user name and password) safe.

10.3. The Service Provider does not take responsibility for the loss of access data (user name and password) by the Client or for activities which may compromise the account of the Client.

10.4. The Client or the user will immediately inform the Service Provider if he suspects inappropriate or unauthorized use of his/ her account and will request modification of the login data.

10.5. The Service Provider reserves the right to suspend the user account or to block access to this in case he receives a notification concerning the existence of some possibly illegal activities, done by the Client or on his/ her behalf through TSense.

10.6. The Service Provider cannot guarantee 100% the security of the information stored or transferred by the Client through the Platform. The Service Provider will make every reasonable effort to secure the privacy of the data received from the Client and introduced in the user account.

10.7. The Service Provider will never and in no way request from the Client private data, meaning among others, passwords, bank card data, PIN codes and other similar information.

10.8. The access of the unauthorized and abusive intervention on the services and data stored on the Platform on behalf of the Service Provider or on behalf of the Clients constitutes unlawful access to a computer system and will be punished in accordance with the Romanian legislation in force.

10.9. The Service Provider does not monitor and is not entitled to control in any way the data and the documents of the Client.

XI. FORCE MAJEURE

11.1. Force majeure exonerates the parties from their liabilities, in case of partial or total failure to execute the obligations undertaken by the present contract. By force majeure is meant any unforeseeable and unavoidable event independent of the will of the parties, which occurred after the conclusion of the contract and which prevents the parties from the total or partial execution of the undertaken obligations.

11.2. The party invoking force majeure is obliged to inform the other party about it, in writing, within maximum 5 days of its occurrence.

11.3. The party invoking force majeure is obliged to inform the other party about the ending of its cause within 15 days from this ending.

11.4. In case these circumstances and their consequences last for longer than 2 months, each partner may renounce to the further implementation of the contract. By no means, not any of the parties has the right to request indemnities from the other party, but the parties are obliged to honour all their obligations up to this date.

XII. PERSONAL DATA

12.1. The Service Provider respects the right to privacy and private life. Likewise, the Service Provider respects and complies with the Romanian legislation concerning the protection of personal data in force.

12.2.The Service Provider DOES NOT HAVE ACCESS to the information uploaded by the Client into the database related to the account, as the information is encrypted. Therefore, the Service Provider cannot access nor download nor obtain information concerning the data in the “cloud” account of the Client.

12.3. The Service Provider does not collect any information which could lead to the identification of private persons (for example: name, address, telephone number, e-mail address), beyond the case where they are voluntarily provided by the users. The voluntary provision of this information is considered and represents the explicit and unequivocal consent of the user to the use of his/ her data by the Service Provider in line with the clauses stipulated in the present contract.

12.4. If the user does not want to have his/ her data processed, it is mandatory that he/ she does not provide any personal data. If the user has already communicated his/ her personal data and wishes to have them removed from the Service Provider’s database, he/she may request at any moment this (directly or through a legal representative, as applicable) by sending a request to the following e-mail address: dpo@svt.ro

12.5. When the site user provides personal data, the Service Provider may use them for the following declared purposes, in case no others are specified:

– storing and processing personal data to better understand user needs and to improve communication with the users;

– to contact the user in reply to a request sent by the latter to the Service Provider;

12.6. The Service Provider will maintain the confidentiality of the users’ personal data, will process them in good faith and will reveal them to authorized third parties only in conformity with the Romanian legislation in force.

12.7. The users of the website TSense are guaranteed the rights provided for by the applicable Romanian legislation, including, but not limited to the right of accessing data, the right to oppose, the right to intervene on the data etc.

12.8. In certain situations, the Service Provider may collect technical information – but not authentication data (which remains anonymous) – automatically. This type of technical information may include, but it is not limited to: type of internet browser used, operating system, domain name or domain host used to reach this website etc.