OptiSwift subscription terms and conditions

Courtesy translation. Only the Romanian text is binding: read the original

Version ABON-1.1 · 9 October 2026

These terms (the “Terms”) set out the conditions on which OPTISWIFT S.R.L. makes the OptiSwift software, and the online service through which it works, available on subscription to professionals in the optical sector. Together with the documents listed in Article 5, the Terms form the subscription contract. The version in force is published at www.optiswift.ro/abonament/termeni.

Article 1 — The parties

(1) The provider is OPTISWIFT S.R.L., a limited liability company with its registered office in București, Sectorul 3, Str. Nerva Traian nr. 27-33, Scara B, Etaj 1, Birou 6, registered in the Trade Register under no. J2026055914008 (EUID ROONRC.J2026055914008), CUI (Romanian company tax ID) 55636472, with subscribed and paid-up share capital of 500 lei (the “Provider”). The Provider is not registered for VAT purposes.

(2) The practice is the professional that concludes the Contract under Article 6, identified by the name, unique registration code (CUI), Trade Register number, if any, and registered office declared on activation or in the signed copy (the “Practice”).

(3) The Provider can be contacted by email at contact@optiswift.ro, through the issue report form in the Software (Article 15) and by post at its registered office. The Provider has no customer telephone number. The Provider’s website is www.optiswift.ro.

Article 2 — Definitions

In the Terms, the following expressions have the meanings set out below:

a) “Software” — the OptiSwift desktop application for Windows and macOS, together with its updates and its manual;

b) “Service” — the online service through which the Provider makes the Software usable: hosting of the Practice Data, the server-side functions, the Practice Account and the www.optiswift.ro/cont page, updates, the in-app assistant and technical support;

c) “Contract” — the subscription contract formed by the documents listed in Article 5(1);

d) “Data Processing Agreement” — the agreement on the processing of personal data that the Provider, as processor, and the Practice, as controller, conclude together with the Terms, published at www.optiswift.ro/abonament/contract-imputernicire, with its annexes, including Annex I — list of parties (www.optiswift.ro/abonament/anexa-i) and Annex IV — list of sub-processors (www.optiswift.ro/abonament/subimputerniciti);

e) “Practice Data” — all data entered into the Service by the Practice and by Users or produced by the Software in the Practice’s account, including uploaded files and patients’ personal data;

f) “location” — a shop or clinic of the Practice, defined in the Software under Settings → Locations; a location is active as long as it has not been closed in the Software;

g) “Subscription Period” — the month or year (12 months) for which the subscription is paid;

h) “Practice Account” — the Practice’s licence account, identified by an email address chosen by the Practice, through which each of the Practice’s computers connects to the Service and which is used to sign in at www.optiswift.ro/cont;

i) “Administrator” — the User who holds the Practice’s administrator rights in the Software;

j) “User” — a natural person for whom the Practice has created a personal account in the Software;

k) “Export-only Mode” — the state of the Practice’s account in which Users can sign in and use the exports that the Software displays in this mode, but cannot record new transactions or change existing data;

l) “Data Retrieval Period” — the period of 30 calendar days provided for in Article 25;

m) “Stripe” — Stripe Payments Europe, Limited (Ireland), the payment processor used by the Provider;

n) “Price List” — the www.optiswift.ro/preturi page, which restates, for information, the prices in Article 17 and the rules on early termination;

o) “Order Details” — the payment plan (monthly or annual), the number of locations, the amount and the period, displayed before each payment;

p) “Privacy Policy” — the Provider’s privacy policy, published at www.optiswift.ro/confidentialitate;

q) “Business Day” — any day from Monday to Friday, except public holidays in Romania;

r) “Romanian Time” — the official time of Romania;

s) “subscription” — the provision of the Service to the Practice in successive Subscription Periods, paid in advance; the subscription ends at the end of the Subscription Period after which no further renewal takes place or, if earlier, on termination of the Contract.

Article 3 — Subject matter of the Contract and intended purpose of the Software

(1) For the duration of the subscription, the Provider grants the Practice the licence to use the Software provided for in Article 9 and provides it with the Service, for each paid location, and the Practice pays the price provided for in Article 17.

(2) The Software is an administration and record-keeping tool for optical and optometry practices and shops. The Software is not intended for the diagnosis, prevention, monitoring, prediction or treatment of any condition. The indicators and calculations it displays (for example, whether a value falls within a reference range, or a value derived from those entered) are arithmetic or informational operations. The clinical decision rests solely with the Practice’s professional, who checks the values before using them.

(3) The Provider does not provide medical, tax, accounting or legal services. The document templates supplied with the Software are templates only: the Practice checks them, adapts them to its own business and is responsible for the content of the documents it issues.

Article 4 — Contract between professionals only

(1) The subscription is offered only to professionals within the meaning of Article 3 of the Civil Code — companies, authorised natural persons, individual or family enterprises and other entities operating an enterprise — identified by a valid CUI, for their professional activity.

(2) On activation in the Software or at www.optiswift.ro/cont, the Practice’s CUI is looked up in the public records of ANAF (Romania’s tax authority), and the name, Trade Register number and registered office are filled in from those records or, if ANAF does not respond, by the Practice; the Practice checks the details and confirms them.

(3) By concluding the Contract, the Practice declares that it is acting for purposes related to its professional activity. The Contract is not concluded with a consumer, and consumer protection rules do not apply to it.

Article 5 — The Contract documents and their order of precedence

(1) The Contract consists of: a) the Terms, including the Declaration of Express Acceptance of Unusual Clauses at their end; b) the Data Processing Agreement, with its annexes (at the date of this version of the Terms, version DPA-1.3); c) the Order Details.

(2) As regards the processing of personal data that the Provider carries out on behalf of the Practice, the Data Processing Agreement prevails, in accordance with its Clause 4 and § 11.0.

(3) In all other respects, the Terms prevail over the Order Details. The amount displayed and paid for a given transaction (a Subscription Period, an added location, the switch to annual billing) is the amount due for that transaction.

(4) The Practice’s own general terms and conditions do not apply to the Contract.

(5) The Privacy Policy describes the data that the Provider processes as controller (for example, the data of the Practice Account, of the persons who accept the Contract and of payments). The Privacy Policy and the Price List are for information only and do not form part of the Contract.

Article 6 — Conclusion of the Contract and proof of acceptance

(1) The Contract is concluded electronically, in Romanian, by activating the subscription in the Software or at www.optiswift.ro/cont, in four steps: Plan (the payment plan and the number of locations, with the amount payable), Company (the details of the Practice and of its first location), Contract (the name and position of the person accepting the Contract, if not requested at the previous step, and acceptance of the documents) and Payment (the Stripe payment page).

(2) At the Contract step, each Contract document is displayed with its version and opens in full, on request, in the browser. The Practice accepts the Terms, the Data Processing Agreement and Annex I by ticking a box and, separately, expressly accepts the clauses listed in the Declaration of Express Acceptance at the end of the Terms and in the Declaration of Express Acceptance at the end of the Data Processing Agreement, by ticking one or more separate boxes, not pre-ticked, whose text reproduces both lists. The Practice also confirms that it has taken note of the Privacy Policy.

(3) Until the payment is confirmed on the Stripe page, the Practice can return to the previous steps with the “Back” button and correct any data entered; on the Stripe page, it can check the amount and the payment details before confirming.

(4) The Contract is concluded when the Provider receives the acceptance under paragraph (2) together with the first successful payment. If the payment fails, the acceptance has no effect.

(5) On acceptance, the Provider records, as evidence: a) the version and SHA-256 hash of each document accepted, including the version of Annex IV to the Data Processing Agreement in force on the date of acceptance; b) the date and time of acceptance; c) the name and position of the person accepting, as declared; d) the identifier and email address of the account used to accept; e) the IP address and the identifier of the application or browser used; f) the Practice’s details entered on activation.

(6) The Provider confirms the conclusion of the Contract without delay, by an email sent to the Practice Account address and to the billing email address. The confirmation contains the Practice’s identification details, the name and position of the person who accepted, the date and time of acceptance and, for each document accepted, its title, version, permanent address and SHA-256 hash. The full text of each document accepted can be saved and printed from its permanent address (paragraph (7)), and the hash in the confirmation makes it possible to verify that the text has not been altered.

(7) The Provider keeps the text of each version of the Contract documents. Each version remains accessible, unchanged, at the permanent address given in the confirmation under paragraph (6), from where it can be saved and printed.

(8) A Practice that does not activate its subscription under paragraph (1) — for example, a Practice set up by the Provider or a Practice resuming a terminated subscription — concludes the Contract either by accepting the documents in the Software or in its account at www.optiswift.ro/cont, in the form under paragraph (2), with the evidence under paragraph (5), or by signing, by hand or with a qualified electronic signature, the Terms, the Data Processing Agreement with Annex I and, separately, the Declaration of Express Acceptance at the end of the Terms and the one at the end of the Data Processing Agreement; in both cases, before the Practice’s first item of personal data is entered into the Service and, in any event, before the first payment. In the first case, the Contract is concluded in accordance with paragraph (4); in the second, on the date on which the Provider receives the signed copy, and the first Subscription Period begins on the day of the first payment.

(9) Any Practice may also sign the Terms and the Declaration of Express Acceptance with a qualified electronic signature or by hand; in that case, the signed copy prevails.

(10) The Provider has not signed up to any code of conduct applicable to the Contract.

Article 7 — Who acts for the Practice

(1) The person who activates the subscription or signs the Terms for the Practice declares that they are entitled to conclude the Contract on the Practice’s behalf.

(2) The subscription is managed: a) in the Software, by the Administrator, under Settings → Subscription (the payment plan, the paid locations, cancellation, the payment method and the billing details); b) at www.optiswift.ro/cont, with the Practice Account, after signing in with its password, for the same operations.

(3) While the Practice’s account is in Export-only Mode for non-payment (Article 24), any User working at one of the Practice’s computers can pay the overdue amount, without being able to change anything else in the subscription.

(4) Unusual clause (Article 1203 of the Civil Code): acts performed through the Practice Account and by the Administrator are acts of the Practice. The Practice decides who has access to them and is responsible for their use.

Article 8 — The trial period

(1) The Provider offers a free trial account, which is created once the email address has been confirmed and lasts 7 days from its creation. The trial account does not require a payment instrument and does not turn into a subscription by itself.

(2) The trial account is an evaluation version, intended for testing the Software on fabricated demo data: apart from the company name, the CUI, and the name and email address of the person who opened it, nothing in it is real, and the documents produced in it have no fiscal value. In the trial account, invoices and RO e-Factura files (Romania’s national e-invoicing system) cannot be issued, messages cannot be sent to patients and data cannot be imported, and the in-app assistant and the issue report form are not available. Real patient data must not be entered into the trial account.

(3) Seven days after the trial account is created, the Software stops and asks for the subscription to be activated. The trial account is deactivated 3 days after expiry, and its data is deleted 10 days after expiry or, if deletion cannot be carried out on that day, on the days immediately following, except for the data provided for in the second sentence of paragraph (7). Until deactivation, the subscription can be activated in the Software or from the account at www.optiswift.ro/cont; after deactivation and until the data is deleted, the subscription can be activated by writing to the Provider.

(4) Under Article 31(2) and (3) of Regulation (EU) 2023/2854 (the Data Act), the obligations in its Chapter VI on switching between providers — including the minimum period of 30 days for data retrieval and complete erasure — do not apply to the trial account. They apply to the subscription, in accordance with Articles 25 and 26. The information required by Article 31(3) of the Data Act is given in the trial account terms, before the account is opened.

(5) Activating the subscription ends the trial period on the day of activation. The first Subscription Period begins on the day of the first payment, and any remaining trial days are not added. The Practice receives a new, empty account, which it signs in to with the same email address and the same password as the trial account.

(6) Unusual clause (Article 1203 of the Civil Code): the data in the trial account is not transferred to the subscription account, and the trial account is deleted after activation.

(7) Until activation, the trial account is governed by the terms published at www.optiswift.ro/termeni, accepted when it was opened. The contact and sign-in details of the person who opened the trial account are processed in accordance with the Privacy Policy.

Article 9 — The licence

(1) For the duration of the subscription, the Provider grants the Practice a non-exclusive, non-transferable licence, without the right to sublicense, to install and use the Software on the Practice’s computers and to use the Service, for the Practice’s own professional activity carried on at the paid locations. The number of Users and computers is not limited.

(2) If other companies, registered by the Practice in the Software, also operate within the Practice’s account, the licence also covers their activity in that account. The Practice warrants that it has their consent and is responsible for them as for itself. Before such a company enters into the Service personal data that it processes as controller, it accedes to the Data Processing Agreement, in accordance with Clause 5 thereof, by having its representative complete and sign Annex I; the Provider hereby consents to such accession, and the Practice undertakes to obtain it (Article 1283 of the Civil Code).

(3) The Practice may not: a) copy the Software, other than by installing it on the Practice’s computers and making the backup copy needed to use it; b) modify, translate, adapt, decompile or disassemble the Software, except for the acts permitted by Articles 77–81 of Law no. 8/1996; c) rent, lend, sell or sublicense the Software or the Service, or make them available to other persons, including by using them for the business of companies other than those referred to in paragraph (2); d) circumvent the technical limits of the Service, including the number of paid locations, Users’ permissions or the minimum version of the Software; e) remove notices of the Provider’s rights.

(4) The prohibitions in paragraph (3) do not restrict the acts that the law permits the lawful user of a computer program to perform (Articles 77–81 of Law no. 8/1996).

(5) After the subscription ends, the licence continues during the Data Retrieval Period, within the limits of the access retained under Article 25(2), and ends at the end of that period. Once the licence has ended, the Software no longer has access to the Service.

Article 10 — Intellectual property

(1) The Software, the Service and their manual and documentation, including the economic rights of copyright in them, to the extent protected by law, belong to the Provider. The OptiSwift name and logo belong to the Provider. The Contract does not transfer to the Practice any right in them other than the licence under Article 9.

(2) The Software contains open-source components, which remain subject to their own licences; for those components, the respective licences prevail. A list of them is provided on request.

(3) The Practice Data belongs to the Practice. The Provider acquires no right in it other than those needed to perform the Contract and the Data Processing Agreement.

(4) The Provider may freely use suggestions and comments received from the Practice to improve the Software, without any obligation to the Practice and without using the Practice Data.

(5) The Practice may use and adapt the document templates supplied with the Software for its own business.

Article 11 — The Service

(1) The Service comprises: a) the functions of the Software described in its manual, including the patient record, consultations and refraction, prescriptions, orders and lab jobs, sales and payments received, stock, fiscal invoices and RO e-Factura files, appointments and messages to patients by SMS or WhatsApp, reports, data export and the in-app assistant; b) hosting of the Practice Data; c) Software updates (Article 12); d) technical support (Article 15); e) the Practice Account and the www.optiswift.ro/cont page.

(2) The Software runs on 64-bit Windows 10 or 11 and on Mac computers with an Apple processor (M1 or later). The Software needs an internet connection, because the Practice Data is stored on the server. The Practice’s computers, network, internet connection and equipment, including fiscal cash registers and printers, are not part of the Service.

(3) The Service’s database and files are hosted in the European Union, in Ireland (AWS, eu-west-1 region), by the hosting platform described in Annex IV to the Data Processing Agreement. The places where other copies of certain data are processed — including the platform’s backups, issue reports and crash reports sent by email, questions put to the assistant and the encrypted archive of the full export, delivered via Proton Drive — and transfers outside the European Economic Area, with their legal bases, are those described in the Data Processing Agreement.

(4) The Software prepares the RO e-Factura files for the invoices issued by the Practice. The Practice uploads them to ANAF’s online portal, the Virtual Private Space (SPV), using its own SPV access.

(5) Messages to patients are sent through the account that the Practice opens with a messaging provider supported by the Software, with which the Practice contracts and which it pays directly. The Provider charges no commission on messages and does not invoice them. Sending begins once the messaging account has been set up and approved by the messaging provider, within that provider’s timescales.

(6) Third-party services that the Practice uses together with the Software — the messaging provider, ANAF’s systems, the internet provider, the fiscal equipment and the Practice’s other equipment — are not part of the Service.

Article 12 — Updates and changes to functions

(1) The Provider publishes updates to the Software (bug fixes, security measures, new functions) at no extra cost.

(2) On start-up, before sign-in, the Software checks whether an update has been published and, if it finds one, installs it automatically. An update found while the Software is open does not interrupt work: it is installed when the User asks for it or at the next start-up, except for the update under paragraph (3).

(3) The Provider may set a minimum version of the Software required to use the Service, where this is necessary for security, for compliance with the law or for the operation of the Service. A copy of the Software below the minimum version installs the update automatically as soon as installing it would no longer lose any work in progress.

(4) The Provider may modify, replace or remove functions of the Software and the Service, while keeping the essential functions: the patient record and clinical file, sales and fiscal documents, and data export. The removal of a function that the Practice uses is announced at least 30 days in advance; within that period, the Practice may terminate the Contract with effect from the date of removal and receives back the unused part of the price paid, calculated pro rata to the remaining days. Changes required by law or for security may be made without notice; the Provider announces them as soon as possible, and if such a change removes a function that the Practice uses, the Practice may terminate the Contract within 30 days of the announcement, with the refund provided for in the second sentence.

(5) The Provider announces at least 30 days in advance the end of support for an operating system version that the Software supports.

Article 13 — Availability of the Service

(1) The Service is intended to operate continuously. As regards the availability of the Service, the Provider has an obligation of means (Article 1481(2) of the Civil Code): it guarantees neither an availability percentage nor a restoration time after an interruption.

(2) The Service may be interrupted by faults, by maintenance work carried out by the Provider or its sub-processors, by cyber attacks or by problems with communication networks. The Provider acts diligently to restore the Service as quickly as possible.

(3) Planned work that makes the Service unavailable is announced by email to the Practice Account address at least 48 hours in advance and is carried out, as far as possible, between 22:00 and 07:00 Romanian Time. Urgent work, needed for security or to remedy a fault, may be carried out without notice. The Provider forwards to the Practice, without delay, the notices it receives from its sub-processors about work affecting the Service.

(4) On request, the Provider informs the Practice of the cause and duration of an interruption.

(5) Unavailability of the Service does not reduce the price, except where it is caused by the Provider intentionally or through gross negligence; the Provider’s liability is as provided for in Article 33.

Article 14 — Backups

(1) The hosting platform makes a backup of the Service’s database every day, which is kept for 7 days. The Service does not offer point-in-time recovery.

(2) A restore returns the database to its state at the last daily backup, so up to 24 hours of work may be lost, which the Practice re-enters from the documents issued.

(3) A restore is carried out for the entire Service, for all practices at once; there is no restore for a single practice. For this reason, the Provider decides on a restore only for an incident affecting the Service, not at the request of a single Practice. The Provider does not guarantee a restore time.

(4) Files uploaded to the Service — clinical images, documents, patient photos, RO e-Factura archives and screenshots attached to issue reports — are not included in the database backups and cannot be recovered from such a backup.

(5) The Practice keeps its own copies of the documents that the law requires it to archive and exports its data regularly (Article 26(6)).

Article 15 — Technical support

(1) Technical support is provided by email at contact@optiswift.ro and through the form in the Software, under Settings → “Issues and suggestions”. The Provider has no telephone support line.

(2) Requests are received every day, including at weekends and on public holidays. For a request received by 18:00 Romanian Time, the Provider sends a first reply the same day, and for one received after 18:00, by 12:00 the following day.

(3) The first reply confirms that the request has been taken up and contains, where possible, the solution or the next steps; the time limit in paragraph (2) is not a resolution time. The Provider gives priority to problems that prevent work in the Software or that concern data security.

(4) For remote support, the Practice starts TeamViewer on its computer (in the Software: Settings → Help, “Start remote support”) and gives the support person the code displayed by TeamViewer. The support person sees the Practice’s screen, including the data displayed on it, only while the session is open, and the Practice can close the session at any time. Before the session, the Practice closes any windows containing data that is not needed for the fix.

(5) The Practice does not include patient data in support messages or issue reports. Where resolving a problem requires consulting such data, this is done in a remote support session. The exception is the communications provided for in the Data Processing Agreement — instructions, data subject requests (Clause 8) and personal data breaches (Clause 9) — in which the Practice includes only the data strictly necessary.

(6) Technical support is included in the price. It does not include medical, tax, accounting or legal advice, entering data on the Practice’s behalf, except for the migration of data under instruction I-11 of the Data Processing Agreement, or maintenance of the Practice’s computers, network and equipment.

Article 16 — The in-app assistant

(1) The Software includes an assistant that answers questions about using the Software, based on its manual. The assistant is an artificial intelligence system: its answers to questions are generated automatically by a language model from OpenAI, a provider described in Annex IV to the Data Processing Agreement; greetings and questions that the assistant does not answer receive a fixed text from the Software. Questions are processed outside the European Union.

(2) The assistant’s answers may be incomplete or wrong and should be checked against the manual. They are not medical, optometric, tax, accounting or legal advice. The assistant is instructed not to give such advice, not to answer questions unrelated to the Software and not to answer questions about the Practice’s own data.

(3) The assistant has no access to the Practice’s database. The model receives only a fixed instruction, excerpts from the manual, the title of the manual article that corresponds to the open screen, the text of the question typed and at most three previous questions from the same conversation.

(4) Users do not write patient data in the assistant’s box. The Software removes or rejects some identifiers, such as the personal numeric code (CNP), email address or phone number, but cannot recognise a name.

(5) The assistant is switched on by default for each Practice with a subscription. The Administrator can switch it off or on for the whole Practice under Settings → Help; while it is switched off, no question leaves the Software.

(6) Unusual clause (Article 1203 of the Civil Code): a Practice’s daily number of questions may be limited. The assistant is not available in the trial account.

(7) Unusual clause (Article 1203 of the Civil Code): the assistant is an ancillary function included in the price. The Provider may suspend it for all Practices, as a security measure or when the model provider can no longer provide the service on the terms set out in Annex IV to the Data Processing Agreement, and may change the model provider, in compliance with the Data Processing Agreement, without changing the price.

(8) The Practice informs its Users of the rules in this article.

Article 17 — Price and VAT

(1) The subscription price is €35 per month or €360 per year for each location, paid in advance at the start of each Subscription Period.

(2) Prices do not include VAT. The Provider applies the special exemption scheme for small enterprises provided for in Article 310 of the Fiscal Code and is not registered for VAT purposes; for this reason, no VAT is currently added, and the amount payable is the price.

(3) The price covers the licence, the Service, updates, technical support, the in-app assistant and data export. The price does not cover the cost of messages, which the Practice pays to its messaging provider, nor the costs of the Practice’s equipment and internet connection.

(4) Unusual clause (Article 1203 of the Civil Code): if the Provider registers for VAT purposes, VAT at the statutory rate is added to the price. The Provider notifies the Practice by email at least 30 days before the date from which it adds VAT. If the law requires VAT to be applied from an earlier date (Article 310(6) of the Fiscal Code), VAT is due from the date set by law, including, where applicable, through corrective invoices for amounts already invoiced, which the Practice may deduct in accordance with the law.

(5) Unusual clause (Article 1203 of the Civil Code): for a Subscription Period paid in advance that continues beyond the date from which VAT applies, the Practice owes VAT for the part of the period after that date, to the extent the law requires it.

(6) Until the date from which VAT is added, the Practice may cancel the subscription, with effect at the end of the paid Subscription Period.

Article 18 — Payment

(1) The price of each Subscription Period falls due on its first day, which is also the payment date provided for in the Contract. The first Subscription Period begins on the day of the first payment.

(2) Payment is made through Stripe, on payment pages hosted by Stripe, using one of the methods shown there, such as bank card, Apple Pay, Google Pay or Revolut Pay. From the Software, payment with Apple Pay or Google Pay continues in the browser.

(3) Card details are entered only on Stripe’s pages. The Provider does not receive the full card number or its security code; of the card details, it keeps only the card type, the last four digits and the expiry date. The Revolut account is managed by Revolut, under its own terms.

(4) The Practice authorises the Provider to collect through Stripe, from the saved payment method, the price of each renewal and the amounts of the transactions that the Practice confirms under Articles 21 and 22. The Practice keeps a valid payment method and can change it with “Change payment method”, under Settings → Subscription or at www.optiswift.ro/cont.

(5) Prices are expressed in euros. The amount of each payment and the currency in which it is collected are displayed on the payment page before confirmation.

(6) By written agreement with the Provider, the Practice may pay by bank transfer, on the basis of a payment request issued by the Provider, with the same due date.

(7) For a late payment, the Provider does not charge penalties, default interest or compensation for recovery costs; the consequences of non-payment are those provided for in Article 24 and Article 35.

Article 19 — Fiscal invoices and Stripe documents

(1) For each payment, the Provider issues a fiscal invoice in lei, no later than the 15th of the month following the month in which it collected the payment, and transmits it through the national RO e-Factura system within the statutory time limit. The Practice receives it in its company’s Virtual Private Space (SPV).

(2) For a payment collected in a currency other than the leu, the invoice amount is calculated at the latest exchange rate published by the National Bank of Romania that is valid for the date of collection.

(3) Invoices bear a statement of the special exemption scheme for small enterprises (Article 310 of the Fiscal Code) and show no VAT.

(4) Payment receipts, payment pages and documents issued through Stripe, however they are titled (including “Invoice” or the Romanian “Factură”), confirm payment and are not fiscal invoices; they are not entered in the accounts as invoices. The only fiscal invoice is the one transmitted through RO e-Factura.

(5) The invoice is issued using the Practice’s billing details (name, CUI, Trade Register number, registered office and billing email address) valid on the date of payment. The Practice keeps them correct under Settings → Subscription → “Billing details” or at www.optiswift.ro/cont.

(6) A refund is documented by a credit note.

Article 20 — Term of the subscription and automatic renewal

(1) The subscription is concluded for the chosen Subscription Period, of one month or 12 months, which begins on the day of payment.

(2) At the end of each Subscription Period, the subscription renews automatically for a period of the same length, or of the length scheduled by the Practice under Article 22(2), for the locations active on the renewal date, but at least one, and the price is collected from the saved payment method, unless the Practice cancels the subscription before the renewal date (Article 23).

(3) The number of locations active at renewal is the number recorded by the Service at its last check before the renewal.

(4) The date and amount of the next payment are shown under Settings → Subscription and at www.optiswift.ro/cont.

Article 21 — Locations

(1) The price is due for each active location. The Practice cannot have more active locations than those paid for the current Subscription Period. A subscription covers at most 50 locations.

(2) A location added during a Subscription Period is paid for immediately, pro rata to the time remaining until the end of the period. The amount is displayed before confirmation, and the location opens once payment is confirmed. If payment is not completed by the date shown in the Software, the change does not apply and nothing is owed.

(3) While the number of active locations is lower than the number paid for the current Subscription Period, the Practice can open or reopen locations, up to the number paid for, at no extra cost.

(4) Unusual clause (Article 1203 of the Civil Code): a location closed during a Subscription Period remains paid for until the end of the period, without credit or refund; from the next renewal, it is no longer paid for. The exception is the switch to annual billing under Article 22(1).

(5) Only the Administrator and the Practice Account can buy locations.

Article 22 — Switching between monthly and annual billing

(1) The switch from monthly to annual billing takes effect immediately, for the locations active on the date of the change, but at least one: the Practice pays for a full year starting on the date of the change, less the value of the unused part of the month already paid. The amount is displayed before confirmation.

(2) The switch from annual to monthly billing takes effect from the next renewal. The Practice can schedule it at any time before the renewal and can withdraw it until then.

(3) Apart from adding locations and switching to annual billing, any change to the subscription applies from the next renewal.

Article 23 — Cancelling the subscription and no refunds

(1) The Practice can cancel the subscription at any time, under Settings → Subscription (the Administrator) or at www.optiswift.ro/cont (the Practice Account).

(2) Cancellation takes effect at the end of the paid Subscription Period. Until then, the Software works normally, and the cancellation can be withdrawn with “Keep subscription”.

(3) Amounts paid are not refunded, in whole or in part, including for the unused part of an annual Subscription Period, except where the Terms expressly provide for a refund (Article 12(4), Article 27(3), Article 31(6), Article 34(3), Article 35(2) and (4), Article 37(2) and Clause 10(b) of the Data Processing Agreement) and in the case under paragraph (4).

(4) Payments made twice or in error are refunded in full.

(5) After the subscription ends, Article 25 applies.

Article 24 — Non-payment and Export-only Mode

(1) If payment for a Subscription Period fails, the Software shows all of the Practice’s Users the date from which the account may be switched to Export-only Mode, and the Provider notifies the Practice by email at the Practice Account address and the billing email address. Stripe automatically retries the payment several times over about two weeks.

(2) The overdue amount can be paid at any time by the Administrator, in the Software (from the overdue payment notice or under Settings → Subscription), and with the Practice Account, at www.optiswift.ro/cont. While the account is in Export-only Mode, any User can also pay it from one of the Practice’s computers.

(3) If the oldest amount due under Article 18 remains unpaid 14 days after its due date, the Provider may switch the Practice’s account to Export-only Mode until payment is made. In this mode, Users can sign in and use the exports that the Software displays in this mode, but cannot record new transactions or change existing data. Data that cannot be exported from the Software in this mode, including uploaded files, is delivered on request, free of charge, through the full export provided for in Article 26(6)(b).

(4) Normal access returns as soon as Stripe confirms the payment.

(5) Non-payment does not in itself lead to the deletion of any of the Practice’s data: while the Contract is in force, none of the Practice’s data is deleted for non-payment, and after the Contract ends, the data is deleted only in accordance with Article 25.

(6) If the amount remains unpaid 60 days after its due date, the Provider may terminate the Contract for breach under Article 35(3)(a), after which Article 25 applies.

(7) The Provider may treat a chargeback raised with the bank against a payment due as non-payment of the disputed amount, from the date of the chargeback, after notifying the Practice by email.

(8) If the Contract is terminated for non-payment, the Practice owes, of the price of the unpaid Subscription Period, only the part corresponding to the days on which it had normal access to the Software, calculated pro rata by day; days spent in Export-only Mode are not paid for.

Article 25 — The Data Retrieval Period and deletion of data

(1) After the subscription ends, for whatever reason, the Practice has a Data Retrieval Period of 30 calendar days, which begins when the subscription ends or, in the case of Article 26, when the Contract ends under Article 26(8).

(2) During the Data Retrieval Period, the Practice retains access to the Software, at least in Export-only Mode, and can export the Practice Data. At the Practice’s request made during this period, the Provider delivers to it, free of charge, the full export provided for in Article 26(6)(b), within 10 Business Days of the request, even if that time limit expires after the end of the period.

(3) The Provider notifies the Practice by email when the subscription ends and 3 days before the end of the Data Retrieval Period.

(4) After the end of the Data Retrieval Period, the Provider permanently deletes the Practice Data from the Service — the database records, uploaded files, User accounts and the Practice Account — as well as the Practice’s issue reports and crash reports held in the Provider’s email inbox, within 30 days, and sends the Practice a written, dated and signed certification of the deletion, stating what was deleted and what was kept. At the Practice’s written request, deletion takes place earlier, once the requested export has been delivered.

(5) The following are exempt from deletion: a) the database backups, which expire within 7 days of the deletion (Article 14); b) the records that the Provider keeps as controller, in accordance with the Privacy Policy, including the invoices issued to the Practice and the billing details at the date of each payment, the proof of acceptance of the Contract, the payment records, the trial account request and the deletion log; c) the automatic crash reports sent by the Practice’s computers, after their link to the Practice has been removed: the description typed by the User is deleted automatically within 30 days, the report within 90 days, and the installations’ heartbeat signals (version and platform) within 180 days of receipt.

(6) The Provider does not keep, on the Practice’s behalf, the documents that the law requires the Practice to archive, such as fiscal, accounting and medical documents. The Practice exports them before the end of the Data Retrieval Period; after deletion, they can no longer be recovered.

(7) The choice between returning and deleting the data, provided for in Clause 10(d) of the Data Processing Agreement, is exercised in accordance with this article: the export made by the Practice or delivered by the Provider constitutes the return of the data; if the Practice requests nothing during the Data Retrieval Period, the Provider deletes the data in accordance with paragraph (4).

Article 26 — Switching providers and data portability

(1) Under Regulation (EU) 2023/2854 (the Data Act), the Practice may at any time request, by email to contact@optiswift.ro or by written notice: a) switching to another provider of data processing services, which it names; b) moving the data to its own infrastructure; c) erasure of all exportable data.

(2) The request states the start date of the transitional period, chosen by the Practice, which may not be later than two months after the request; if the request states no date, the transitional period begins on receipt of the request. Until the start of the transitional period, the Contract is performed normally, but once the request has been received, no further renewal takes place. If the paid Subscription Period ends before the start of the transitional period, the days remaining until that start are paid at one-thirtieth of the monthly price under Article 17(1) for each day and for each active location, but at least one.

(3) The transitional period lasts no more than 30 calendar days. During it, the Contract remains in force, the Service continues on the same terms, and the days of the transitional period after the end of the paid Subscription Period are not paid for. During the transitional period, the Provider: a) provides reasonable assistance to the Practice and to the provider it has chosen; b) delivers the full export provided for in paragraph (6)(b); c) provides information on the procedures, methods, formats and known technical limitations of the export, as well as the known risks to continuity of service; d) maintains a high level of data security during the transfer and the Data Retrieval Period.

(4) If the 30-day transitional period is technically unfeasible, the Provider informs the Practice within 14 Business Days of the request, gives the reasons and proposes an alternative transitional period of no more than 7 months, during which the Service continues on the terms in paragraph (3). The Practice may extend the transitional period once, by the length it considers appropriate; extension days after the end of the paid Subscription Period are paid for in accordance with the third sentence of paragraph (2).

(5) The exportable data is all the Practice Data, except as provided in paragraph (7), namely: a) patients, with their identification and contact details, their legal representatives and their photos; b) the clinical file: consultations, refractions, diagnoses, prescriptions, including contact lens prescriptions, recommendations, clinical documents and images, and consents; c) appointments and recalls; d) orders, lab jobs and handovers to patients; e) sales, payments received, fiscal documents, the cash book and daily closing reports; f) RO e-Factura files; g) stock, goods receipts, suppliers, payments to suppliers, transfers, stocktakes and expenses; h) messages to patients and their records; i) Users and their permissions, companies and locations; j) the Practice’s settings and reference lists; k) the audit log; l) uploaded files; m) any other record that the Service keeps in the Practice’s account.

(6) The data is exported: a) from the Software, as long as the Practice’s access is not suspended under Article 28, and in Export-only Mode only through the exports displayed in that mode, using its export functions: lists, as Excel files (.xlsx); each patient’s clinical file, as a JSON file; RO e-Factura files, in the XML format set by ANAF; the audit log and the consent records, through their own exports; b) through the full export, delivered by the Provider on request, free of charge, within 10 Business Days: one JSON Lines file for each of the Practice’s tables, with all columns; the uploaded files, in their original form; a description of the data structure (the tables, their columns and their types); a manifest with the number of records and the SHA-256 hash of each file; an explanatory note in Romanian. The full export is delivered in an encrypted archive, whose password is communicated through a separate channel.

(7) The following are not exportable data: a) the source code, internal configuration and security settings of the Software and the Service; b) passwords, which are stored only in irreversible form, and sign-in sessions; c) the access keys to the Practice’s messaging account, stored in encrypted form, which the Practice holds from its messaging provider; d) the internal technical logs and crash reports of the Service; e) the data of the Provider’s other customers; f) the records that the Provider keeps as controller (Article 25(5)(b)), for which data subjects exercise their rights in accordance with the Privacy Policy. These exceptions do not prevent switching providers.

(8) The Contract ends: a) in the cases under paragraph (1)(a) and (b), on the date on which the Practice announces that the switch has been completed or, at the latest, at the end of the transitional period; b) in the case under paragraph (1)(c), on the start date chosen under paragraph (2). The Provider confirms the termination by email. Article 25 then applies; in the case under paragraph (1)(c), deletion takes place without waiting for the end of the Data Retrieval Period.

(9) No charge is made for switching providers or exporting data.

(10) Unusual clause (Article 1203 of the Civil Code): termination of the Contract under this article before the end of the paid Subscription Period does not give a right to a refund of the unused part of the price (Article 23(3)); this is the only financial consequence of early termination.

(11) The information required by Articles 26 and 28 of the Data Act is published as follows: the structure and formats of the exportable data, at www.optiswift.ro/abonament/export-date; the jurisdiction to which the Service’s infrastructure is subject and the measures against international governmental access to non-personal data, at www.optiswift.ro/abonament/infrastructura; the prices, the rules on early termination (Article 23(3) and Article 26(10)) and the absence of any switching charge, in the Price List.

Article 27 — Changes to the price and the Terms

(1) The Provider may change the price or the Terms by a notice sent by email to the Practice Account address and the billing email address at least 30 days before the date from which the change applies. The notice sets out the changes and the date from which they apply, and the new version of the Terms receives a new identifier.

(2) The new price applies from the first renewal that takes place after the notice period expires. Until then, the Practice may cancel the subscription, without any penalty, with effect at the end of the paid Subscription Period.

(3) Other changes apply from the date stated in the notice. A Practice that does not accept them may terminate the Contract before that date, with effect from that date, and receives back the unused part of the price paid, calculated pro rata to the remaining days.

(4) Changes in the Practice’s favour and changes required by law may apply earlier; the Provider announces them as soon as possible.

(5) A change to a clause listed in the Declaration of Express Acceptance takes effect against the Practice only once the Practice has expressly accepted it, in one of the forms provided for in Article 6. Until then, the previous version of that clause applies, and continued use of the Service does not constitute acceptance of the change. If the Practice does not accept the change, the Provider may terminate the Contract under Article 35(2).

(6) A change of sub-processors follows the procedure in the Data Processing Agreement, and the addition of VAT follows Article 17.

Article 28 — Suspension for security or abuse

(1) The Provider may suspend, in whole or in part, the access of the Practice or of a User to the Service, without notice, if: a) the security of the Service, of the Practice Data or of other customers’ data is threatened, for example by a compromised account or by an attack launched from one of the Practice’s computers; b) the Service is used in breach of Article 29(3), in a way that affects the Service or other persons; c) a law or a competent authority requires it.

(2) The suspension is limited to what is necessary to remove the risk — for example, to a User or a computer, before the whole account — and lasts as long as its cause persists.

(3) The Provider notifies the Practice before the suspension or, if that is not possible, immediately afterwards, stating the reason and what must be done to have it lifted.

(4) Suspension does not delete any data. During a suspension covering the whole account, the Provider delivers to the Practice, on request, the full export provided for in Article 26(6)(b), unless the law or a competent authority prohibits it.

Article 29 — Obligations of the Practice and permitted use

(1) The Practice: a) uses the Software and the Service in accordance with the law and the Contract; b) is responsible, as controller, for the lawfulness and accuracy of the data it enters and for the legal basis for processing it; c) fulfils its own legal obligations, including those relating to tax, accounting, archiving, medical documents and informing patients, which the Software helps it to fulfil without fulfilling them in its place; d) concludes its own contract with its messaging provider, including the data processing agreement, and obtains patients’ consent where the law requires it; e) informs its Users that the Software records in the audit log who creates, changes or deletes data, who exports it and who prints the documents for which the Software keeps such a record; f) provides suitable computers and a suitable internet connection, with an up-to-date operating system and up-to-date malware protection.

(2) The Practice enters a patient’s personal numeric code (CNP) only when a document issued by the Practice requires it by law; in the Software, the field is optional.

(3) The Practice and its Users may not: a) use the Service for unlawful purposes; b) attempt to access other customers’ data or parts of the Service to which they have no right of access; c) test the security of the Service without the Provider’s prior written consent; d) introduce malware into the Service or deliberately overload it; e) extract data automatically other than through the Software’s export functions; f) enter real patient data into the trial account; g) send patient data to the Provider by email or through the issue report form, other than the data strictly necessary for an instruction given to the Provider, for a request concerning a patient’s rights or for a security incident, in accordance with the Data Processing Agreement.

(4) The Practice is responsible for its Users as for itself.

Article 30 — Account security

(1) The Practice creates a separate User for each person who works in the Software and grants each of them only the permissions they need. Users do not share their accounts or passwords.

(2) Passwords have at least 10 characters and are kept secret. Sign-in is by password; the Software does not offer two-step authentication.

(3) The Practice Account stays signed in on each of the Practice’s computers. The Practice restricts physical access to these computers, sets automatic locking after inactivity in the Software and deactivates without delay any Users who no longer work for it.

(4) If a computer is lost or stolen, the Administrator signs out the other computers under Settings → Users and permissions, with “Sign out all devices”, and changes the Practice Account password. The Practice notifies the Provider without delay, at contact@optiswift.ro, of any unauthorised use or suspected compromise of an account.

Article 31 — Personal data

(1) For the personal data that the Practice enters into the Service — that of its patients, staff and collaborators — the Practice is the controller and the Provider is the processor; the processing of that data is governed by the Data Processing Agreement.

(2) The data of the persons representing the Practice, of the Practice Account, of payments, of the acceptance of the Contract and of support correspondence is processed by the Provider as controller, in accordance with the Privacy Policy. Patient data that appears in an issue report, a support message, a screenshot or a crash report, or on the screen viewed in a remote support session, is processed by the Provider only on behalf of the Practice, in accordance with the Data Processing Agreement.

(3) The Provider does not process the Practice Data for its own purposes and does not use it to train, fine-tune or evaluate any artificial intelligence model. The following technical data about the operation of the Software, which the Provider processes as controller, in accordance with the Privacy Policy, solely for the operation and security of the Software and the Service and to fix their errors, is not processing of the Practice Data for the Provider’s own purposes: a) automatic crash reports sent by the Practice’s computers (the error message and stack trace, the open screen, the steps that preceded the error and the description the User writes, if any), automatically cleaned of the identifiers that the Software can recognise and kept in accordance with Article 25(5)(c); b) assistant usage metrics (the outcome of each question, the number of manual excerpts found, usage and duration), which do not include the text of the questions and are deleted together with the Practice Data.

(4) The Provider’s development and maintenance tools, including AI-assisted tools, receive the Practice’s data only on the terms of the Data Processing Agreement (§ 11.1), through the sub-processors listed in Annex IV.

(5) The Software does not make automated decisions about patients within the meaning of Article 22 of Regulation (EU) 2016/679 (the GDPR) and does not create profiles of them.

(6) If the Practice terminates the Data Processing Agreement following an objection to a change of sub-processor under Annex IV, the Contract ends on the same date, and the Provider refunds the unused part of the price paid, calculated pro rata to the remaining days.

Article 32 — Confidentiality

(1) Each party keeps confidential the non-public information received from the other party in connection with the Contract and uses it only to perform the Contract. The Practice Data is confidential without time limit; other information is confidential for the duration of the Contract and for 3 years after it ends.

(2) Information is not confidential if it: a) has become public through no fault of the party that received it; b) was lawfully known to that party before it received it; c) must be disclosed by law or at the request of an authority, in which case the party notifies the other party, if the law allows, and discloses only what is required of it.

(3) The Provider allows access to the Practice Data only to persons who need it to perform the Contract and who have undertaken to observe confidentiality or are under a statutory duty of confidentiality.

Article 33 — Liability

(1) Each party is liable in accordance with the law for failure to perform its obligations, within the limits of this article.

(2) The Provider’s total liability to the Practice for all events arising out of or in connection with the Contract, including the Data Processing Agreement, is limited to the total of the prices actually paid by the Practice in the 12 months before the event giving rise to the liability, but not less than the price of one annual Subscription Period for one location.

(3) For damage caused through imprudence or negligence, the Provider is not liable for: a) loss of profit, loss of customers or opportunities and other indirect damage; b) re-entering data entered after the last backup (Article 14); c) damage caused by the third-party services referred to in Article 11(6), by the Practice’s computers and equipment or by data entered by the Practice; d) decisions that the Practice takes on the basis of the data displayed by the Software or the assistant’s answers. Points (b) and (c) do not apply to the Provider’s obligations under the Data Processing Agreement, including its liability for sub-processors (Clause 7.7(d)).

(4) The limitations in paragraphs (2) and (3) do not apply to damage caused intentionally or through gross negligence, to harm to a person’s life, physical or mental integrity or health, or in any other case where the law does not allow liability to be limited.

(5) This article does not restrict the rights of data subjects under Article 82 of Regulation (EU) 2016/679, nor either party’s liability to the authorities.

(6) The Provider is liable to the Practice for its subcontractors and sub-processors as for itself, within the limits of this article.

Article 34 — Force majeure and fortuitous events

(1) Neither party is liable for non-performance caused by force majeure or by a fortuitous event, within the meaning of Article 1351 of the Civil Code.

(2) The affected party notifies the other party without delay, describing the event and its effects, and takes reasonable measures to limit them.

(3) Unusual clause (Article 1203 of the Civil Code): if the event prevents performance for more than 30 consecutive days, either party may terminate the Contract by notice; the Provider refunds the unused part of the price paid, calculated pro rata to the remaining days.

Article 35 — Termination of the Contract

(1) The Contract ends: a) at the end of the Subscription Period, if the subscription has been cancelled (Article 23); b) on termination by the Practice, in the cases provided for in Article 12(4), Article 27(3), Article 31(6), Article 34(3) and Article 37(2); c) on switching providers (Article 26); d) on termination by the Provider (paragraph (2) and Article 34(3)); e) on termination for breach (paragraphs (3) and (4)), including termination for breach by the Practice under Clause 10(b) of the Data Processing Agreement or by the Provider under Clause 10(c) of that agreement (§ 11.0 of the Data Processing Agreement); f) in the other cases provided for by law.

(2) Unusual clause (Article 1203 of the Civil Code): the Provider may terminate the Contract by a notice sent at least 60 days in advance; in that case, it refunds the unused part of the price paid, calculated pro rata to the remaining days.

(3) Unusual clause (Article 1203 of the Civil Code); express termination clause (Article 1553 of the Civil Code): the Contract is terminated by operation of law, by simple written notice sent by the Provider, without formal notice of default and without court intervention, if: a) the Practice fails to pay an amount due under Article 18 within 60 days of its due date; b) the Practice breaches the prohibitions in Article 9(3) or Article 29(3)(a)–(e) and does not remedy the breach within 15 days of the Provider’s notice; for a breach that cannot be remedied, such as making the Service available to other persons or an attack on the security of the Service, termination takes effect on receipt of the notice.

(4) If the Provider does not remedy a material failure to perform its obligations within 15 days of the Practice’s written notice, the Practice may terminate the Contract for breach by written notice, in accordance with Articles 1549–1552 of the Civil Code; in that case, the Provider refunds the unused part of the price paid, calculated pro rata to the remaining days. Termination for breach by the Practice under Clause 10(b) of the Data Processing Agreement is not subject to the 15-day period; in that case too, the Provider refunds the unused part of the price paid, calculated pro rata to the remaining days.

(5) Termination of the Contract has effect only for the future. Amounts due for the Service provided up to termination remain due, within the limits of Article 24(8). After termination, Article 25 applies, and the provisions on data, confidentiality, liability, governing law and jurisdiction continue to apply.

Article 36 — Notices and communications

(1) Notices and communications between the parties are made in writing, by email: to the Practice, at the Practice Account address and the billing email address and, for data protection matters, also at the Practice’s email addresses in Annex I to the Data Processing Agreement; to the Provider, at contact@optiswift.ro. They may also be sent by letter to the party’s registered office.

(2) An email is deemed received on the day it is sent if it was sent on a Business Day by 18:00 Romanian Time, and otherwise on the next Business Day, unless the sender receives a non-delivery message. Communications provided for in the Data Processing Agreement take effect in accordance with § 11.10 of that agreement.

(3) The Practice keeps its email addresses up to date, in the Software or at www.optiswift.ro/cont.

(4) Notices displayed in the Software supplement notifications without replacing them.

Article 37 — Assignment of the Contract and subcontracting

(1) The Practice may not assign the Contract without the Provider’s written consent.

(2) Unusual clause (Article 1203 of the Civil Code): the Provider may assign the Contract to the person taking over the business relating to the Software, by a notice sent at least 30 days in advance; the Practice hereby consents to such assignment (Articles 1315–1317 of the Civil Code). Within the notice period, the Practice may terminate the Contract with effect from the date of the assignment and receives back the unused part of the price paid, calculated pro rata to the remaining days.

(3) The Provider may use subcontractors to perform the Contract and is liable for them; for personal data, it may do so only in accordance with the Data Processing Agreement.

Article 38 — Changes to the Provider’s identification details

A change to the Provider’s name, registered office or other identification details is notified to the Practice by email and entered in the published versions of the Contract documents. It does not constitute an amendment to the Contract within the meaning of Article 27. A change of registered office does not change the court chosen in Article 39(2).

Article 39 — Governing law and jurisdiction

(1) The Contract is governed by Romanian law.

(2) Disputes between the parties are settled by the court with subject-matter jurisdiction for Sector 3 of the Municipality of Bucharest, where the Provider’s registered office is located. The parties may try to resolve a disagreement amicably, without this being a precondition for bringing the matter before the court.

Article 40 — Final provisions

(1) The Contract is concluded and performed in Romanian. Any translation is for information only.

(2) The parties agree that the electronic records provided for in Article 6(5) and email correspondence may be used as evidence, in accordance with Law no. 214/2024 and Article 25 of Regulation (EU) No 910/2014.

(3) If a clause is void or deemed unwritten, the other clauses remain in force, and the parties replace it with a valid clause that comes as close as possible to its purpose.

(4) Failure to exercise, or delay in exercising, a right does not constitute a waiver of that right.

(5) The Contract constitutes the entire agreement between the parties on its subject matter and supersedes any prior understanding or communication on the same subject matter. Presentations on the website and in promotional materials are for information only.

(6) The article headings are for ease of reference only.

Signatures (for conclusion of the Contract under Article 6(8) or (9))

The Provider: OPTISWIFT S.R.L., represented by Eduard ZAMFIR, director

Signature: …………………………… Date: ……………………………

The Practice: ……………………………, CUI ……………………………, represented by ……………………………, as ……………………………

Signature: …………………………… Date: ……………………………

Declaration of express acceptance of unusual clauses

(1) The clauses listed in paragraph (2) are standard clauses which, under Article 1203 of the Civil Code, take effect only if they are expressly accepted in writing by the Practice. Acceptance of the Terms as a whole, payment and use of the Service do not take the place of this acceptance.

(2) The Practice declares that it has read and expressly accepts, in writing, the following clauses of the Terms:

Article 7(4) — Attribution to the Practice of acts performed through the Practice Account and by the Administrator;
Article 8(6) — Non-transfer of the data in the trial account and deletion of the trial account;
Article 12 — Updates and changes to functions (automatic installation of updates on start-up; the mandatory minimum version of the Software; changes to and removal of functions);
Article 13 — Availability of the Service (obligation of means; no guaranteed availability percentage; the price is unchanged in the event of unavailability, except in cases of intent or gross negligence);
Article 14 — Backups (loss of up to 24 hours of work on a restore; uploaded files are not included in the database backups);
Article 16(6) and (7) — Limiting the daily number of questions, suspending the assistant for security or when the model provider can no longer provide the service, and changing the model provider;
Article 17(4) and (5) — Adding VAT to the price if the Provider registers for VAT purposes, including for periods already paid and through corrective invoices;
Article 20 — Term of the subscription and automatic renewal;
Article 21(4) — Closing a location without credit or refund;
Article 23 — Cancelling the subscription and no refund of amounts paid;
Article 24 — Non-payment, switching the account to Export-only Mode and treating a chargeback against a payment as non-payment;
Article 25 — The Data Retrieval Period and permanent deletion of data;
Article 26(10) — No refund on termination of the Contract for switching providers;
Article 27 — Changes to the price and the Terms;
Article 28 — Suspension for security or abuse;
Article 33 — Limitation of the Provider’s liability to the prices paid in the last 12 months, but not less than the price of one year for one location, and exclusion of indirect damage;
Article 34(3) — Termination of the Contract in the event of force majeure or a fortuitous event lasting more than 30 days;
Article 35(2) — Termination of the Contract by the Provider, with 60 days’ notice;
Article 35(3) — Termination of the Contract for breach by operation of law by the Provider (express termination clause);
Article 37(2) — Assignment of the Contract by the Provider;
Article 39(1) — Governing law;
Article 39(2) — Jurisdiction of the court for Sector 3 of the Municipality of Bucharest.

(3) The Practice accepts the Declaration either electronically, in the Software or in the account at www.optiswift.ro/cont — at the Contract step of activation (Article 6(2)), when accepting the documents under Article 6(8) or when accepting a new version under Article 27(5) — separately from accepting the Terms, by ticking a separate box, not pre-ticked, beneath which the list in paragraph (2) is reproduced, with the acceptance recorded in accordance with Article 6(5); or by the separate signature of the Declaration by the Practice’s representative, by hand or with a qualified electronic signature, stating the Practice’s name and CUI, the signatory’s name and position, and the date of signature.

(4) A new version of the Terms that changes one of these clauses takes effect against the Practice, as regards the changed clause, only after a new express acceptance (Article 27(5)).

The Practice: ……………………………, CUI ……………………………, represented by ……………………………, as ……………………………

Signature: …………………………… Date: ……………………………

Version history

ABON-1.0 — 8 October 2026 — first version.
ABON-1.1 — 9 October 2026 — acceptance in the Software or in the website account, including for a Practice set up by the Provider, before the first data is entered; the exports available in Export-only Mode and the full export for the remaining data; migration of data from the previous software (I-11); payment methods; a minimum for the liability cap; two unusual clauses added to the Declaration (Article 7(4) and Article 16(6)) and more precise wording for the others.