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Terms & Conditions of Service

Operated by Plenvar Labs SRL

Last updated: 19 August 2026 · Version: 1.0

1. Who we are (provider identification)

This service is provided by Plenvar Labs SRL ("Contwave", "we", "us", "our"), a limited liability company incorporated in Romania, operating the Contwave platform and brand, with:

  • Registered office: Str. Anghelești nr. 5, Municipiul Curtea de Argeș, Județul Argeș, Romania

  • Trade Register (Registrul Comerțului) registration number: J2026042747008

  • Sole registration code / fiscal code (CUI): 55123337

  • Share capital: 500 lei.

  • VAT status: registered for VAT and corporate income tax in Romania

  • Email: privacy@contwave.com

  • Website: https://contwave.com

These details are provided in accordance with Article 5 of Romanian Law no. 365/2002 on electronic commerce (transposing Directive 2000/31/EC).

Contwave provides software-as-a-service (SaaS) solutions, including AI-powered content generation and related content-production tooling. Contwave is a software provider only and does not act as a financial intermediary, marketing agent, investment services provider or provider of legal, financial or regulatory compliance advice.

The Client remains responsible for reviewing, approving and publishing any content generated through the Platform and, where applicable, for ensuring compliance with the legal and regulatory requirements applicable to its activities.

2. Definitions

  • "Platform" — the Contwave software-as-a-service application, including its AI powered content-generation, rules-based compliance pre-screening, scheduling, distribution and analytics features, as further described in the applicable Subscription plan.

  • "Client", "you" — the business entity that subscribes to the Platform. The Platform is offered business-to-business only (see §4).

  • "Broker" — a Client that is a financial intermediary, brokerage, or similar regulated entity, or operates in a regulated financial services sector.

  • "Content" — any text, image, audio, video, avatar-based or other material produced, scheduled, distributed or analysed through the Platform, including AI-generated content or content created with the assistance of artificial intelligence tools.

  • "Connected Accounts" — the Client's own third-party accounts (e.g. Meta Business, Google Ads, social media profiles) that the Client links to the Platform.

  • "Subscription" — the paid plan selected by the Client, governed by these Terms and by the applicable order form or signed agreement.

  • “Contwave Integration Infrastructure” - Contwave’s applications, developer accounts, API access, business accounts and related technical integrations used to connect the Platform with third-party platforms, including Meta, TikTok, YouTube, LinkedIn, X and any other third-party platform integrated from time to time. It is separate from the Client’s Connected Accounts.

3. Nature of the service — what Contwave is and is not

3.1. Contwave is a software provider. We provide software tools and automation features that enable the Client to produce, pre-screen, schedule, publish and measure marketing Content through the Platform. We supply technology and related software functionality only and do not provide regulated financial, investment or advisory services.

3.2. Contwave is NOT, and does not act as: (a) a financial intermediary, investment firm, broker, introducing broker or tied agent; (b) an advertiser of financial products; (c) an affiliate, lead reseller or introducer remunerated by client volume, funded accounts or deposits; (d) a custodian or holder of any Client or end-user funds; (e) a provider of legal, financial, investment, tax or regulatory advice.

3.3. No advice. Nothing produced by, displayed in, or generated through the Platform — including the legislative radar, compliance pre-screening, or any template — constitutes legal, financial, investment or regulatory advice or a guarantee of regulatory compliance. The Client remains solely responsible for obtaining qualified professional advice where required and for determining whether Content is suitable and compliant before publication.

3.4. Where the Client is a Broker or other regulated entity, the Client remains solely responsible for compliance with all laws and regulations applicable to its products, services and communications. Contwave does not assume any of the Client's regulatory obligations.

4. Eligibility and accounts

4.1. The Platform is intended exclusively for businesses acting in a commercial or professional capacity. It is not offered to consumers. By subscribing, you confirm you are acting on behalf of a business and are authorised to bind it and enter into this Agreement on its behalf.

4.2. The client must provide accurate registration information and keep it current. The client is responsible for safeguarding account credentials and for all activity under its account. The client must notify us promptly of any unauthorised use.

4.3. The client is responsible for its team members' and authorised users' use of the Platform.

4.4. Verification (know-your-business). Contwave may verify the Client's identity, registration, ownership, regulatory licensing and good standing at onboarding and during the relationship, and may request supporting documentation. Contwave may decline, suspend or terminate access if verification cannot be completed, if information proves inaccurate, or if the Client lacks an authorisation required for its activity, or where continued provision of the Services would create legal, regulatory or compliance risks for Contwave.

4.5. Sanctions and export compliance. The Client represents that it, its owners and its target markets are not subject to applicable sanctions or embargoes that would prohibit the use of the Services, and that it will not use the Platform in breach of sanctions or export-control laws. Contwave may refuse, suspend or terminate service to any entity or activity that is, or becomes, sanctioned or otherwise prohibited, under applicable sanctions or export-control laws.

5. The services

5.1. Subject to your Subscription tier and applicable gating, the Platform may provide: content strategy and copywriting assistance; AI-assisted image, video and avatar production; automated compliance pre-screening; scheduling and multi-channel distribution; email tooling; campaign operation on Connected Accounts; and analytics, including attribution where technically available, and subject to the availability and functionality of third-party platforms and integrations and the Client’s configuration and use of the Platform.

5.2. Features are tier-dependent. Specific capabilities are made available according to the Subscription tier purchased and may change as the Platform evolves, provided that such changes do not materially reduce the core functionality of the Services included in the applicable Subscription tier.

5.3. Beta / evolving features. Some features may be offered on a preview or beta basis and may be modified or withdrawn, at any time without creating an obligation for Contwave to maintain such features as part of the Services.

6. Compliance pre-screening — orientation tool, not a guarantee

6.1. The Platform may include an automated compliance pre-screening function that flags potential issues in Content against configurable rule profiles.

6.2. This function is an orientation aid only. It is NOT a guarantee of legal or regulatory compliance, and it is NOT a substitute for human, professional or regulatory review. Automated screening can produce false positives and false negatives.

6.3. Nothing is published without the Client's approval, or the Client’s prior activation of an automated publishing workflow with applicable review or veto settings. Approval may be given either (a) per item, through the approval workflow, or (b) in advance, as a standing approval, by the Client’s authorised user enabling automated publishing for defined content categories (enabled per organisation or per campaign, in the Platform settings, and recorded). Content is presented to the Client for review. By approving Content for scheduling, publication or distribution, the Client confirms it has reviewed the Content and assumes full responsibility for its compliance, accuracy and lawfulness. Where the Client enables scheduling, automated or recurring publishing, the Client is responsible for configuring those settings and is deemed to approve, and to assume responsibility for, all Content published under them. Content categories may include, without limitation, social media posts, promotional content, educational or informational content, product or service-related content, announcements and other content types supported by the Platform from time to time. Contwave may add, modify or remove content categories and related automation settings as the Platform evolves.

Enabling automated publishing constitutes the Client’s instruction and prior approval for Content within the selected categories that has passed all applicable compliance checks with a clear result. Content flagged for review, warning or non-compliance shall not be published automatically and shall always require the Client’s express approval per item. The Client may configure a veto window between approval and publication and may revoke standing approval at any time with immediate effect. The Platform records who enabled or revoked automated publishing and when.

6.4. The Client is responsible for configuring, reviewing and validating the rule profiles applicable to its products and target jurisdictions.

6.5. Warnings and override — Client's responsibility. Where the Platform flags, warns about, blocks, downgrades or recommends against any Content, and the Client nonetheless approves, modifies, exports, schedules or publishes that Content (whether through the Platform or by any other means), the Client does so at its own responsibility and remains solely responsible for assessing whether such Content is appropriate, compliant and lawful. The Platform's screening, warnings or automated outputs do not reduce, share or transfer the Client's responsibility, and the Client may not rely on them to do so.

6.6. Audit trail and evidence. The Platform records an audit trail of Content generation, compliance flags and warnings, approvals, overrides, scheduling and publication decisions. The Client agrees that these records, are intended to provide a reliable record of the parties' respective actions and decisions, and that Contwave may rely on and produce them, including in any dispute, claim or proceeding before any court or authority.

6.7. Point-in-time assessment. Any compliance assessment reflects only the rule profiles and information available at the time of screening. It does not account for subsequent changes in law, regulatory or platform policy, or the Client's circumstances. Keeping its configurations, products and final Content lawful and up to date remains the Client's sole responsibility.

7. Client obligations and warranties

The Client represents, warrants and undertakes that:

7.1. it holds, and will maintain in good standing throughout the term, all licences, authorisations, registrations and certifications required to market and provide its products and services in each jurisdiction it targets, and it will notify Contwave without undue delay if any such authorisation is suspended, withdrawn, varied or made subject to conditions; and that its use of the Platform complies with all applicable laws and regulations (including, where applicable, MiFID II and national conduct rules, advertising and financial-promotion restrictions, consumer-protection law, and platform policies);

7.2. it owns or is duly licensed to use all brand assets, trademarks, data, offers, figures and other materials it submits to the Platform, and that such materials (including any risk disclosures, performance figures and the percentage of retail accounts that lose money, where applicable) are accurate and not misleading; and that, where it supplies a firm-specific figure that applicable rules require to be kept current (such as the ESMA retail-loss percentage), it will keep that figure up to date and review and update it at least quarterly or more frequently where required by applicable law or regulation;

7.3. it will obtain all consents and legal bases required for any marketing communications, lead generation, tracking and processing of personal data carried out through or in connection with the Platform;

7.4. it will not use the Platform to produce or distribute unlawful, deceptive, infringing or prohibited content, or content that violates the policies of any third-party platform;

7.5. it is solely responsible for the final decision to publish any Content and for the consequences of publication;

7.6. it is solely responsible for any Content it edits, alters, recombines or repurposes after the Platform's screening or approval, and for any Content it publishes through channels not operated by the Platform; such Content falls outside the scope of the Platform's screening and of Contwave's responsibility, to the extent that such changes were not made through the Platform's controlled workflow;

7.7. it maintains its own internal compliance function, and any approval of Content is given by a person the Client has authorised for that purpose (such as its compliance officer); Contwave is entitled to rely on each such approval as having been authorised by the Client;

7.8. it will not target minors or otherwise vulnerable persons, and will comply with all applicable financial-promotion and fair-marketing rules (including required risk warnings and disclosures) for the products it markets.

7.9. The Client represents and warrants that, when connecting any Connected Account, such account is not suspended or restricted by the relevant third-party platform. The Client shall promptly notify Contwave of any subsequent suspension, restriction or material sanction and shall not use the Services to circumvent or bypass any such enforcement action. Any such use may result in immediate suspension or termination of the Client's access to the Services.

8. Advertising and third-party platforms

8.1. The Client is the advertiser. Where the Platform operates advertising campaigns, it does so on the Client's own Connected Accounts, under the Client's own platform certification, licence and payment method. The Client is the certified advertiser and the party responsible to the advertising platform. The provision of the Services through the Platform does not make Contwave the advertiser, owner or holder of the Client's Connected Accounts.

8.2. Partner access. The Client grants Contwave the operational access necessary to build and manage campaigns on its Connected Accounts solely for the purpose of providing the Services. Contwave operates these accounts as a tool on the Client's behalf; it does not own them and does not assume the Client's advertiser obligations. The Client acknowledges that the connection between its Connected Accounts and the Platform is enabled through applications, developer accounts, APIs and other technical integrations operated by Contwave. These integrations form part of the technical infrastructure through which Contwave provides the Services and may be used to connect and provide Services to multiple Clients.

8.3. Platform policies are the Client's responsibility. Advertising and social platforms (including Meta and Google and other third-party platforms) impose their own policies and approval/certification requirements for financial and speculative products (for example, restrictions or prohibitions applicable to CFDs and forex, and licensing/certification requirements). The Client is responsible for meeting these requirements. The Client is responsible for obtaining and maintaining all licences, certifications, permissions and authorisations required for its Connected Accounts, content, advertising activities, products and services. The Client shall promptly notify Contwave if any such licence, certification, permission or authorisation expires, is suspended, revoked or otherwise ceases to be valid. Contwave does not guarantee approval, eligibility, reach, delivery, or the non-suspension of any Connected Account or campaign.

8.4. No liability for platform actions. Contwave is not liable for any rejection, restriction, suspension or termination of the Client's Connected Accounts or campaigns by any third-party platform, or for any changes to third-party platform rules, algorithms or requirements. To the extent permitted by applicable law, Contwave is also not liable for any restriction, suspension, disabling, revocation, limitation or termination of any Contwave Application or Contwave Integration by a third-party platform, where such action results from the Client's content, Connected Account, advertising activities, conduct, failure to meet applicable requirements or breach of applicable third-party platform terms, except to the extent directly caused by Contwave 's breach of these Terms.

8.5. The Platform is a software platform developed, operated and maintained by Contwave and may include integrations with third-party platforms, including Meta, TikTok, YouTube, LinkedIn, X and any other third-party platform made available through the Services from time to time.

For the purposes of these Terms, "Contwave Applications"means the applications, developer accounts, projects and related technical resources operated or controlled by Contwave for the purpose of connecting the Platform with third-party platforms, and"Contwave Integrations" means the APIs, applications, authorisations, technical connections and related infrastructure through which such third-party platforms are made available through the Platform.

8.6. The Client acknowledges that use of a third-party platform through the Platform involves two distinct and cumulative contractual and compliance layers:

(a) the terms, policies, rules and requirements applicable to the Client's own Connected Account, including its use of the relevant third-party platform, advertising activities and content; and

(b) the developer, API, application, integration and technical terms and requirements applicable to Contwave, its Contwave Applications and its Contwave Integrations.

The Client's compliance with the terms applicable to its own Connected Account does not, by itself, ensure compliance with the requirements applicable to Contwave, its Contwave Applications or its Contwave Integrations. The Client shall use the Services in a manner that does not cause Contwave to breach any applicable terms, policies or requirements governing the Contwave Integration Infrastructure, to the extent such requirements apply to the Client’s use of the Services.

8.7. The Client acknowledges that the Contwave Applications and Contwave Integrations may be used to provide Services to multiple Clients simultaneously.

Accordingly, a serious or repeated violation by one Client of applicable law, third-party platform terms, content policies, advertising policies, licensing requirements or other applicable requirements may result in a third-party platform restricting, suspending, disabling, revoking or otherwise limiting a Contwave Application or Contwave Integration.

Any such action may affect the availability of the relevant third-party platform functionality for other Clients and may result in the temporary or permanent interruption of such functionality for multiple or all Clients.

8.8. Where Contwave reasonably determines that a Client's account, content, advertising activity, conduct or compliance history creates a material risk to a Contwave Application, Contwave Integration or the availability of the relevant Services for other Clients, Contwave may take reasonable protective measures, including:

(a) rejecting, blocking or delaying the publication or transmission of particular content;

(b) requiring the Client to modify or remove particular content;

(c) suspending or disconnecting the Client's Connected Account from the relevant third-party platform through the Platform;

(d) restricting or suspending the relevant functionality for the Client;

(e) suspending the Client's access to the affected Services; or

(f) taking any other reasonable measure necessary to protect the Platform, the Contwave Applications, the Contwave Integrations and other Clients.

The Client acknowledges and accepts that the Contwave Applications and Contwave Integrations may constitute shared infrastructure used to provide Services to multiple Clients and that a third-party platform may, as a result of the activity, content, conduct or non-compliance of one Client, restrict, suspend, disable, revoke or otherwise limit a Contwave Application or Contwave Integration, potentially affecting the availability of the relevant Services for other Clients, including Clients that have not themselves breached any applicable requirements.

By using the Services, the Client expressly acknowledges and assumes this third-party platform risk, including the risk that the Services may be temporarily restricted, suspended or unavailable as a result of a third-party platform action arising from the activity, content, conduct or non-compliance of another Client. Such temporary restriction, suspension or unavailability shall not, solely on that basis, constitute a breach of these Terms by Contwave, provided that the relevant action or unavailability was not directly caused by Contwave's breach of these Terms.

Where reasonably practicable, Contwave will use reasonable efforts to mitigate the impact of such third-party platform action and restore the affected Services or functionality.

8.9. Contwave may apply automated or manual protective measures where a Client's content, Connected Account or activity generates repeated rejections, warnings, restrictions, sanctions or other adverse compliance signals from a third-party platform.

Where such pattern reasonably indicates that continued activity by the Client may create a material risk to a Contwave Application, Contwave Integration or the availability of the relevant Services for other Clients, Contwave may temporarily or permanently restrict or suspend the relevant functionality for that Client.

9. Payments, subscriptions and the payment model

9.1. Charges. Contwave's charges to the Client are those set out in the applicable order form or in the agreement signed with the Client — the Subscription fee and, where applicable, one-off setup or onboarding fees, charges for usage above the included capacity, and optional add-ons. Charges are billed in advance by invoice/bank transfer or, where enabled by Contwave, via a payment processor or merchant of record.

9.2. Advertising spend is paid directly by the Client to the advertising platforms. Any media/advertising budget is charged to the Client's own payment method by Meta, Google or the relevant platform. Such funds never pass through Contwave.

9.3. No fee on advertising spend; no custody of funds. Contwave charges no percentage or fee on advertising spend and does not receive, hold, transmit or have custody of any Client or end-user funds. This reflects Contwave's operating model as a software provider and not as a payment service provider.

9.4. Taxes. Fees are exclusive of VAT and other applicable taxes, which are added where required.

9.5. Non-payment. If a Subscription payment fails, Contwave may classify the account as overdue, pursue reasonable collection procedures, and suspend access to the Platform or applicable features until payment is received. Campaigns running on the Client's own accounts are on the Client's own funds and are not operated by Contwave as a custodian.

9.6. Founding/pilot pricing. Any discounted founding or pilot pricing is time-limited and conditional; list prices apply thereafter unless otherwise agreed in writing.

9.7. Payment terms and late payment. Invoices are payable in advance in accordance with the applicable billing cycle and payment terms set out in the Agreement. For a new Client without payment history, the first invoice is due before activation (payment in advance). Thereafter, invoices are due within 14 days of the invoice date (Net 14 / due upon receipt for month-to-month billing). Any overdue amounts shall bear default interest at the rate of 0,1% of the overdue amount for each day of delay calculated from the due date until the date of payment in full, without the need for prior notice or demand,. The Client shall also reimburse Contwave for all reasonable costs incurred in collecting overdue amounts, to the extent permitted by applicable law. This is without prejudice to the suspension right in §9.5 and to §18.1.

10. AI-generated content and transparency

10.1. The Platform produces AI-generated and AI-assisted Content, including synthetic video and avatar-based media.

10.2. AI transparency obligations (EU AI Act, Article 50). Both Contwave and the Client may bear transparency and marking obligations in respect of AI-generated content, depending on their respective roles under applicable law. Contwave makes available technical measures to support machine-readable provenance marking at the production stage where supported by the underlying technology and provides functionality intended to assist the Client in implementing applicable AI transparency requirements. The Client, as the party that selects, approves and publishes Content to its audiences, is responsible for ensuring that any legally required disclosures and markings are preserved and presented when the Content is published, and for compliance with the transparency rules applicable from 2 August 2026, or any subsequent applicable legislation.

10.3. The Client must not remove, alter or obscure AI-provenance markings applied to Content, where such markings are required by applicable law or are technically supported by the Platform.

11. Intellectual property

11.1. Platform IP. Contwave (and its licensors) own all rights in the Platform, its software, model integrations, designs and underlying technology. No rights are granted except the limited non-exclusive, non-transferable and non-sublicensable right to use the Platform under these Terms.

11.2. Client materials. The Client retains rights in the brand assets and materials it provides and grants Contwave a limited, non-exclusive, royalty-free licence to use them solely to provide the services.

11.3. Output Content. Subject to payment and to third-party model terms, the Client may use the Content produced for it through the Platform for its own marketing purposes. Contwave makes no warranty that AI-generated output is free of similarity to other material, and the Client is responsible for checking output before use, and for ensuring that its use does not infringe any third-party intellectual property or other rights.

11.4. The Client grants Contwave the right to reference the engagement and use anonymised, aggregated performance data to improve the Platform and (only with separate consent) to use the Client as a reference or case study.

12. Acceptable use

The Client must not, and must not permit any user to: (a) use the Platform for unlawful, fraudulent, deceptive or harmful purposes; (b) produce content that infringes third-party rights or violates applicable advertising, financial-promotion or platform rules; (c) attempt to circumvent compliance gating or AI-provenance marking or other technical safeguards implemented by Contwave; (d) reverse engineer, copy, modify, sublicense resell or provide the Platform to third parties except as permitted under this Agreement; (e) overload, probe or interfere with the Platform's security or integrity, or attempt to gain unauthorised access to the Platform or its related systems. Contwave reserves the right to refuse, remove or decline to distribute content that it reasonably considers unlawful, deceptive or in breach of these Terms, or likely to expose Contwave, its users or third parties to legal, regulatory or security risks.

13. Confidentiality

Each party keeps the other’s non-public information confidential and uses it only to perform these Terms. Confidentiality obligations survive termination for five (5) years, except for trade secrets and information that remains confidential by its nature, which shall remain protected for as long as required under applicable law.

14. Data protection

14.1. Processing of personal data is governed by our Privacy Policy and, where Contwave processes personal data on the Client's behalf, by a Data Processing Agreement (DPA), which forms an integral part of these Terms and the contractual documentation between the parties.

14.2. In respect of the Client's own audiences, contacts and end-users, the Client is the data controller and Contwave acts as the processor on documented instructions. In respect of the Client's account and the Client's own use of the Platform, Contwave is the independent controllerfor its own purposes, such as account administration, security and service management. Further details are set out in the Privacy Policy and the DPA.14.3. The Client warrants it has a valid legal basis a valid legal basis, including any required consents where applicablefor personal data it uploads or processes through the Platform, including for marketing communications under Law no. 506/2004 and the GDPR.

15. Disclaimers

15.1. The Platform is provided on an "as is"and"as available" basis. To the maximum extent permitted by law, Contwave does not make any representation or warranty, whether express or implied, except as expressly set out in these Terms.

15.2. Contwave does not warrant uninterrupted or error-free operation, specific marketing results, attribution accuracy, lead volume, conversion, regulatory approval, or the availability, performance or behaviour of third-party services, platforms, infrastructure providersand AI models, or other third-party technologies integrated with or used by the Platform.

16. Limitation of liability

16.1. Excluded losses. To the maximum extent permitted by law, Contwave is not liable for: (a) regulatory fines, penalties or sanctions imposed on the Client; (b) suspension, restriction or termination of the Client's social media or advertising accounts; (c) loss of profit, revenue, business, goodwill or anticipated savings; (d) losses arising from third-party platforms, models or service outages to the extent caused by events outside Contwave 's reasonable control; (e) indirect, special, incidental or consequential losses; (f) the Client's decision to publish Content where such publication was made following the Client's review, approval or instructions; (g) Content the Client approved, modified, exported, scheduled or published after a compliance flag, warning, block or recommendation, or contrary to the Platform's guidance; (h) Content the Client edited, recombined or published outside the Platform; (i) the accuracy, legality, licensing or performance of the Client's products, offers, figures or target-market choices.

16.2. Liability cap. Subject to §16.3, Contwave's total aggregate liability arising out of or in connection with the services in respect of any event or series of connected events is limited to the total Subscription fees invoiced to the Client in the twelve (12) months preceding the event giving rise to the claim.

16.3. Carve-outs. Nothing in these Terms limits liability that cannot be limited or excluded under applicable law (for example, liability for death or personal injury caused by negligence, fraud, wilful misconduct, or gross negligence (culpă gravă), where and to the extent liability for such acts cannot be limited or excluded under Article 1355 of the Romanian Civil Code or other mandatory applicable law.

17. Indemnification

The Client will indemnify, defend and hold harmless Contwave (and its directors, employees and contractors) against any third-party claims, regulatory fines, penalties, losses, damages and costs (including reasonable legal fees) arising from or connected with: (a) the Client's Content, materials, offers, figures or brand assets; (b) the Client's material breach of these Terms or of any applicable law; (c) the Client's regulatory non-compliance or lack of required licences, authorisations or certifications; (d) the Client's use of Connected Accounts and third-party platforms, in breach of applicable terms, restrictions or requirements of such services; (e) the Client's decision to approve, modify, export or publish Content, including after a compliance flag, warning or block; (f) any claim by a data subject or authority arising from the Client's data, instructions or audience, or the Client's breach of applicable data protection laws. This indemnity is not subject to the limitations and exclusions set out in §16, except to the extent that applicable law provides otherwise. The indemnity survivetermination of these Terms.

The Client shall indemnify and hold Contwave harmless from direct losses, costs and expenses reasonably incurred by Contwave as a result of the Client's culpable breach of applicable third-party platform terms where such breach causes or materially contributes to the restriction, suspension, disabling or termination of the Contwave Integration Infrastructure, including reasonable remediation and re-approval costs and direct losses incurred in relation to affected Clients during the resulting service interruption.

18. Suspension and termination

18.1. We may suspend or terminate access — where reasonably necessary, including immediately where required to protect the Platform, Contwave or third parties— for a material breach, non-payment, unlawful, deceptive or infringing use, repeated disregard of compliance flags or warnings, failure of verification (§4.4), sanctions or legal risk, or a material risk to the Platform, to Contwave or to third parties. Where practicable, we will give prior notice and an opportunity to cure.

18.2. Either party may terminate the Subscription at the end of the billing cycle in accordance with the applicable order. Fees already paid are non-refundable except where required by law, or expressly agreed otherwise in writing by the parties.

18.3. On termination, the Client's right to use the Platform ceases. The Client may export or request return of Client Personal Data in accordance with the DPA. Data handling on termination is governed by the Privacy Policy and DPA.

19. Changes to the Terms and the service

We may update these Terms or the Platform from time to time, including where reasonably necessary to reflect changes in law, regulatory requirements, security requirements, technology, third-party services or Platform functionality. Material changes will be notified by reasonable means. Continued use after the effective date constitutes acceptance. If the Client does not accept a material change, its remedy is to terminate, the affected Subscription by written notice before the change takes effect.

20. Force majeure and third-party dependencies

Contwave is not liable for failure or delay caused by events beyond its reasonable control, including failures or changes of third-party platforms, AI model providers, hosting, connectivity, or acts of public authorities, provided that Contwave uses commercially reasonable efforts to mitigate the impact of such events. Such events shall include, without limitation, outages, interruptions, changes or restrictions imposed by third-party service providers. Force majeure does not excuse the Client's obligation to pay amounts due.

21. Governing law and dispute resolution

21.1. These Terms are governed by Romanian law, without prejudice to mandatory provisions of EU law and without regard to its conflict of laws principles.

21.2. The parties will attempt to resolve disputes amicably. For Clients established in Romania, disputes that cannot be settled amicably are subject to the jurisdiction of the competent courts having jurisdiction over the Provider's registered office in Romania. For Clients established outside Romania (international Clients), any dispute arising out of or in connection with these Terms shall be finally settled by arbitration under the Rules of the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania (CCIR), with seat in Bucharest, in English, before (1) one arbitrator appointed under those Rules unless the Rules of the Court require the appointment of three (3) arbitrators; the award is final and binding, and may be enforced before any competent court in accordance with applicable law.

21.3. The seat of arbitration shall be Bucharest, Romania. The arbitral proceedings shall be conducted in English before one (1) arbitrator appointed in accordance with the Rules of Arbitration of the Court unless the applicable Rules of Arbitration require the appointment of three (3) arbitrators.

22. Miscellaneous

22.1. Assignment. The Client may not assign these Terms without our consent; we may assign these Terms to an affiliate or successor in connection with a merger, acquisition, restructuring or transfer of business or assets. 22.2. Severability. If any provision is unenforceable, the rest remains in effect. 22.3. Entire agreement. These Terms, the order/pricing, the Privacy Policy, any DPA and any DORA addendum together with any applicable Master Services Agreement and any other documents expressly incorporated herein, form the entire agreement. In case of conflict between these Terms and a Master Services Agreement, the Master Services Agreement shall prevail with respect to commercial terms. The DPA shall prevail with respect to data protection matters. 22.4. No waiver. Failure to enforce a provision is not a waiver. 22.5. Notices. Notices to Contwave: privacy@contwave.com. 22.6. Language. These Terms are provided in English; a Romanian version may be made available as a courtesy. In case of any conflict, the English version prevails. 22.7. Survival. Sections 3 (nature of the service), 6 (compliance pre-screening), 7 (Client obligations and warranties), 11 (intellectual property), 13 (confidentiality), 14 (data protection), 15 (disclaimers), 16 (limitation of liability), 17 (indemnification) and 21 (governing law) survive termination or expiry of these Terms. 22.8. No partnership or agency. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship between the parties, or makes either party the agent or representative of the other. The parties are independent contractors. Neither party may make any commitment, or incur any liability or obligation, on behalf of the other.